S-4/A

As filed with the Securities and Exchange Commission on February 15, 2006.

Registration No. 333-131590

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

RES-CARE, INC.
AND THE GUARANTORS IDENTIFIED IN FOOTNOTE(1)
ON THE FOLLOWING PAGES

(Exact name of Registrant as specified in its charter)

Kentucky	8050	61-0875371
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

10140 Linn Station Road
Louisville, Kentucky 40223
(502) 394-2100
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant’s
Principal Executive Office)

Ronald G. Geary	Copy to:
President and Chief Executive Officer
Res-Care, Inc.	Alan K. MacDonald
10140 Linn Station Road	Frost Brown Todd LLC
Louisville, Kentucky 40223	400 W. Market Street
(502) 394-2100	32nd Floor
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent For Service)	Louisville, Kentucky 40202-3363 (502) 589-5400

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. o

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 number of the earlier effective registration statement for the same Offering. o

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. o

THE REGISTRATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE TIME 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

(1) THE FOLLOWING DOMESTIC SUBSIDIARIES OF RES-CARE, INC. ARE GUARANTORS OF THE EXCHANGE NOTES AND ARE CO-REGISTRANTS:

	STATE OF OR OTHER	PRIMARY STANDARD
	JURISDICTION OF	INDUSTRIAL	I.R.S. EMPLOYER
EXACT NAME OF REGISTRANT AS	INCORPORATION	CLASSIFICATION CODE	IDENTIFICATION
SPECIFIED IN ITS CHARTER	OR ORGANIZATION	NUMBER	NUMBER
Alternative Choices, Inc.	California	8050	33-0456663
Alternative Youth Services, Inc.	Delaware	8050	61-1313657
Arbor E&T, LLC	Kentucky	8050	46-0508470
B.W.J Opportunity Centers, Inc.	Texas	8050	74-2436417
Baker Management, Inc.	Missouri	8050	43-1361852
Bald Eagle Enterprises, Inc.	Missouri	8050	43-1784286
Bolivar Developmental Training Center, Inc.	Missouri	8050	43-1283738
Capital TX Investments, Inc.	Delaware	8050	61-1251455
Careers in Progress, Inc.	Louisiana	8050	72-1275369
CATX Properties, Inc.	Delaware	8050	61-1263159
CNC/Access, Inc.	Rhode Island	8050	05-0422187
Community Advantage, Inc.	Delaware	8050	61-1239945
Community Alternatives Illinois, Inc.	Delaware	8050	31-1493235
Community Alternatives Indiana, Inc.	Delaware	8050	61-1242499
Community Alternatives Kentucky, Inc.	Delaware	8050	61-1312326
Community Alternatives Missouri, Inc.	Missouri	8050	43-1636671
Community Alternatives Nebraska, Inc.	Delaware	8050	61-1247067
Community Alternatives Pharmacy, Inc.	Delaware	8050	46-0506717
Community Alternatives Texas Partner, Inc.	Delaware	8050	61-1314648
Community Alternatives Virginia, Inc.	Delaware	8050	61-1273991
Community Alternatives of Washington, D.C., Inc.	District of
(formerly VOCA Corporation of Washington, D.C.)	Columbia	8050	31-1257932
Creative Networks, L.L.C	Arizona	8050	86-0800357
EduCare Community Living-Normal Life, Inc.	Texas	8050	75-2588340
EduCare Community Living-Texas Living Centers, Inc.	Texas	8050	75-2633891

	STATE OF OR OTHER	PRIMARY STANDARD
	JURISDICTION OF	INDUSTRIAL	I.R.S. EMPLOYER
EXACT NAME OF REGISTRANT AS	INCORPORATION	CLASSIFICATION CODE	IDENTIFICATION
SPECIFIED IN ITS CHARTER	OR ORGANIZATION	NUMBER	NUMBER
EduCare Community Living Corporation-America	Delaware	8050	74-2473426
EduCare Community Living Corporation-Gulf Coast	Texas	8050	74-2421937
EduCare Community Living Corporation-Missouri	Missouri	8050	43-1588987
EduCare Community Living Corporation-Nevada	Nevada	8050	74-2706116
EduCare Community Living Corporation-New Mexico	New Mexico	8050	85-0415637
EduCare Community Living Corporation-North Carolina	North Carolina	8050	56-1735505
EduCare Community Living Corporation-Texas	Texas	8050	74-2436416
EduCare Community Living Limited Partnership	Kentucky	8050	61-1326692
Employ-Ability Unlimited, Inc.	Ohio	8050	31-1464800
General Health Corporation	Arizona	8050	86-0529797
Habilitation Opportunities of Ohio, Inc.	Ohio	8050	31-1262113
Health Services Personnel, Inc.	North Carolina	8050	56-1717145
Hydesburg Estates, Inc.	Missouri	8050	43-1557463
Individualized Supported Living, Inc.	Missouri	8050	43-1700277
J. & J. Care Centers, Inc.	California	8050	68-0067564
Normal Life Family Services, Inc.	Louisiana	8050	72-1275755
Normal Life of California, Inc.	California	8050	77-0455009
Normal Life of Central Indiana, Inc.	Indiana	8050	62-1365098
Normal Life of Georgia, Inc.	Georgia	8050	31-1529990
Normal Life of Indiana (general partnership)	Indiana	8050	61-1305095
Normal Life of Lafayette, Inc.	Louisiana	8050	74-2499272
Normal Life of Lake Charles, Inc.	Louisiana	8050	61-1196456
Normal Life of Louisiana, Inc.	Louisiana	8050	72-0981523
Normal Life of Southern Indiana, Inc.	Indiana	8050	35-1572479
Normal Life, Inc.	Kentucky	8050	61-1053590
P.S.I. Holdings, Inc.	Ohio	8050	31-1629153
PeopleServe, Inc.	Delaware	8050	31-1477505
Pharmacy Alternatives, LLC	Kentucky	8050	20-3612272
RAISE Geauga, Inc.	Ohio	8050	34-1660712
Res-Care Alabama, Inc.	Delaware	8050	61-1327501
Res-Care California, Inc.	Delaware	8050	61-1268555
Res-Care DTS International, LLC	Delaware	8050	20-1739397
Res-Care Florida, Inc.	Florida	8050	61-1204314
Res-Care Illinois, Inc.	Delaware	8050	61-1278144
Res-Care International, Inc	Delaware	8050	20-1739307
Res-Care Kansas, Inc.	Delaware	8050	61-1278142
Res-Care New Jersey, Inc.	Delaware	8050	61-1312327
Res-Care New Mexico, Inc.	Delaware	8050	61-1254414
Res-Care Ohio, Inc.	Delaware	8050	61-1259401
Res-Care Oklahoma, Inc.	Delaware	8050	61-1286352
Res-Care Premier, Inc.	Delaware	8050	61-1313340
Res-Care Training Technologies, Inc.	Delaware	8050	61-1297942
Res-Care Washington, Inc.	Delaware	8050	61-1328026
ResCare Finance, Inc. (formerly Res-Care Other Options, Inc.)	Delaware	8050	61-1316063
Rockcreek, Inc.	California	8050	33-0403356
RSCR California, Inc.	Delaware	8050	61-1278143
RSCR Inland, Inc.	California	8050	33-0468570
RSCR West Virginia, Inc.	Delaware	8050	31-1489372
Skyview Estates, Inc.	Missouri	8050	43-1533401
Southern Home Care Services, Inc.	Georgia	8050	58-1408815
Tangram Rehabilitation Network, Inc.	Texas	8050	75-1768981
Texas Home Management, Inc.	Delaware	8050	61-1245563
The Academy for Individual Excellence, Inc.	Delaware	8050	31-1563871
The Citadel Group, Inc.	Texas	8050	74-2764035
THM Homes, Inc.	Delaware	8050	61-1251391

	STATE OF OR OTHER	PRIMARY STANDARD
	JURISDICTION OF	INDUSTRIAL	I.R.S. EMPLOYER
EXACT NAME OF REGISTRANT AS	INCORPORATION	CLASSIFICATION CODE	IDENTIFICATION
SPECIFIED IN ITS CHARTER	OR ORGANIZATION	NUMBER	NUMBER
Upward Bound, Inc.	Missouri	8050	43-1498913
VOCA Corp.	Ohio	8050	31-0946580
VOCA Corporation of America	Ohio	8050	31-1580449
VOCA Corporation of Florida	Florida	8050	31-1524533
VOCA Corporation of Indiana	Indiana	8050	35-1872670
VOCA Corporation of Maryland	Maryland	8050	31-1288343
VOCA Corporation of New Jersey	New Jersey	8050	31-1427741
VOCA Corporation of North Carolina	North Carolina	8050	31-1282449
VOCA Corporation of Ohio	Ohio	8050	31-1264951
VOCA Corporation of West Virginia, Inc.	West Virginia	8050	31-1208122
VOCA of Indiana, LLC	Indiana	8050	35-2063976
VOCA Residential Services, Inc.	Ohio	8050	31-1355744
Youthtrack, Inc.	Delaware	8050	61-1292060

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT EXCHANGE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO EXCHANGE THESE SECURITIES AND IS NOT SOLICITING OFFERS TO EXCHANGE THESE SECURITIES IN ANY STATE WHERE THE EXCHANGE IS NOT PERMITTED.

PROSPECTUS DATED February 22, 2006

[RES-CARE, INC. LOGO]

OFFER TO EXCHANGE 7³/4% SENIOR NOTES DUE 2013
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 FOR ANY AND ALL
OUTSTANDING 7³/4% SENIOR NOTES DUE 2013

$150,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING

• The exchange offer expires 5:00 p.m., New York City time, on March 24, 2006, unless extended.

• We will exchange your validly tendered unregistered notes (the “old notes”) for an equal principal amount of registered exchange notes (the “exchange notes”) with substantially identical terms.

• The exchange offer is not subject to any condition other than the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission and certain other customary conditions.

• You may withdraw your tender of old notes at any time before the expiration of the exchange offer.

• The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• The terms of the exchange notes to be issued are substantially identical to the old notes, except for certain transfer restrictions and registration rights relating to the old notes.

• Affiliates of our company may not participate in the exchange offer.

          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 notes where such notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date (as defined herein) and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 12 OF THIS DOCUMENT FOR CERTAIN IMPORTANT INFORMATION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NOTES TO BE ISSUED IN THE EXCHANGE OFFER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

WHERE YOU CAN FIND MORE INFORMATION

          We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Reports, proxy statements and other information filed by us with the SEC, including the reports and other information incorporated by reference into this prospectus, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at its regional office located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can also be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at rates prescribed by the SEC or from the SEC’s Internet web site at http://www.sec.gov. Our common stock is quoted on the Nasdaq National Market. Reports, proxy statements and other information concerning us can be inspected at the offices of The Nasdaq Stock Market, 1735 K Street, Washington, D.C. 20006.

          We have agreed that, if at any time while the notes are restricted securities within the meaning of the Securities Act of 1933 or we are not subject to the information requirements of the Exchange Act, we will furnish to holders of such notes and to prospective purchasers designated by such holders the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of such notes.

INCORPORATION BY REFERENCE

          The following information filed by us with the SEC (File No. 0-20372) pursuant to the 1934 Act is incorporated herein by reference:

          1. Annual Report on Form 10-K for the year ended December 31, 2004, as amended by Form 10-K/A filed April 29, 2005;

          2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005;

          3. Current Reports on Forms 8-K and 8-K/A filed on January 1, 2005, March 8, 2005, April 11, 2005, June 23, 2005, July 5, 2005, August 5, 2005, September 15, 2005, September 28, 2005, October 7, 2005, November 2, 2005, November 15, 2005, December 16, 2005, January 3, 2006, January 25, 2006 and February 1, 2006; and

          4. All documents subsequently filed by Res-Care, Inc. pursuant to Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act prior to 180 days after the completion of the Exchange Offer.

          We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the request of any such person, a copy of any or all of the documents which have been incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to ResCare, 10140 Linn Station Road, Louisville, Kentucky 40223, Attention: Corporate Secretary, telephone: (502) 394-2100.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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FORWARD-LOOKING STATEMENTS

This prospectus includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. We identify forward-looking statements in this prospectus by using words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may be,” “objective,” “plan,” “predict,” “project,” “will be” and similar words or phrases, or the negative thereof. These forward-looking statements are not guarantees of future performance and are subject to numerous assumptions, risks and uncertainties. In addition to the specific risk factors described in the section entitled “Risk factors,” factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by us in our forward-looking statements include, among others, the following:

• changes in reimbursement rates, policies or payment practices by third-party payors, whether initiated by the payor or legislatively mandated;

• labor shortages and our ability to attract and retain experienced personnel, especially members of our senior management team;

• changes in the Medicaid program;

• successful integration of acquired businesses;

• the size of our self-insurance reserves and changes in the insurance market that affect our ability to obtain coverage at reasonable rates;

• existing government regulations and changes in, or the failure to comply with, governmental regulations or the interpretations thereof;

• litigation;

• our ability to maintain, expand and renew existing services contracts and to obtain additional contracts to provide services to the special needs populations we serve;

• changes in trends favoring the privatization of social services because of political, economic, social and legal influences;

• our ability to establish and maintain relationships with government agencies and advocacy groups;

• our ability to maintain our status as a licensed service provider in certain jurisdictions;

• the degree to which our government contracts are scrutinized;

• our ability to control operating costs and collect accounts receivable;

• our significant amount of debt, our ability to meet our debt service obligations and our ability to incur more debt;

• increased or more effective competition;

• conditions in the financial markets; and

• possible conflict between the interests of our large equity holder and those of the holders of the notes.

Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Such forward-looking statements speak only as of the date on which such statements are made. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement

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contained in this prospectus to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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PROSPECTUS SUMMARY

          This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus and the documents to which we refer you. You should read the following summary together with the more detailed information and historical and pro forma financial information, including the notes relating to that information, appearing elsewhere in this prospectus or incorporated into this prospectus by reference from our periodic reports filed with the SEC. For convenience, throughout this prospectus, the words “ResCare,” “we,” “us,” “our” or similar words refer to Res-Care, Inc., and all of its subsidiaries except where the context otherwise requires.

Company overview

We are a leading human services company that provides support services, training and educational programs to individuals with special needs. We deliver services to individuals with mental retardation or other developmental disabilities (MR/DD), youth with special needs and adults with barriers to employment. We believe that the quality of our service and care, our focus on training and compliance and our close and long standing relationships with federal, state and local agencies have helped us become one of the largest human services companies in the United States. As of September 30, 2005, we provided services to approximately 41,000 individuals with special needs in 34 states, Washington, D.C., Puerto Rico and certain international locations. We provide services to approximately 26,500 individuals with disabilities in community group homes, personal residences and larger facilities, to approximately 7,000 disadvantaged youths in federally funded Job Corps centers and to approximately 7,500 welfare recipients and individuals who have been laid off or have barriers to employment.

Our services are segmented by the populations they serve. Our Disabilities Services division serves adults and youths with MR/DD as well as the elderly. Our Job Corps Training Services division assists disadvantaged youths with educational and vocational skills training and employment counseling, while our Employment Training Services division assists disadvantaged job seekers with job training and employment placement programs. For the twelve months ended September 30, 2005, we derived approximately 78% of our revenues from Medicaid, 14% of our revenues from the United States Department of Labor (DOL) and 8% of revenues from other payors and had total revenues of $1.07 billion.

Disabilities Services

We are the nation’s largest provider of services for individuals with mental retardation or other developmental disabilities, and we also provide periodic in-home care services to the elderly. Our programs, administered in both residential and non-residential settings, are based predominantly on individual support plans designed to encourage greater independence and the development or maintenance of daily living skills. These goals are achieved through tailored application of our different services including social, functional and vocational skills training, supported employment and emotional and psychological counseling. Individuals are supported by an interdisciplinary team consisting of our employees and professional contractors, such as qualified mental retardation professionals (QMRPs) support/service coordinators, physicians, psychologists, therapists, social workers and other direct support professionals.

For our MR/DD clients, we offer an alternative to large, state-run institutional settings by providing high quality, individually focused programs on a more cost efficient basis than traditional state-run programs. For our elderly clients, we provide support services and training to enable the individuals to continue to live safely in their home and remain active in their community.

Our disabilities services are provided in a variety of different environments including:

Periodic In-Home Services. These programs offer periodic and customized support to assist and provide respite to primary caregivers. Our services enable select MR/DD individuals to return home and receive care away from large, state-run institutions. This is often an alternative that states offer to assist the caregivers of individuals with MR/DD who are on a waiting list for long-term care placement. Our services also enable elderly individuals who need assistance to be served in the comfort of their own homes. For both MR/DD individuals and the elderly, service is

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provided on an hourly basis and is coordinated in response to the individual’s identified needs and may include personal care, habilitation, respite care, attendant care and housekeeping.

Group Homes. Our group homes are family-style houses in the community where four to eight individuals live together usually with full time staffing for supervision and support. Residents are encouraged to take responsibility for their home, health and hygiene and are encouraged to actively take part in work and community functions.

Supported Living. Our supported living programs provide services tailored to the specific needs of one, two or three individuals living in a home or an apartment in the community. Individuals may need only a few hours of staff supervision or support each week or they may require services 24 hours a day.

Residential Facilities. Seventeen of our approximately 3,200 service sites are larger residential facilities, which provide around-the-clock support to ten or more individuals. In these facilities, we strive to create a home-like atmosphere that emphasizes individuality and choice.

Vocational Skills Training and Day Programs. These programs offer individuals with developmental disabilities the opportunity to become active in their communities and/or attain meaningful employment. Vocational skills training programs contract with local industries to provide short or long-term work. Day programs provide interactive and educational activities and projects for individuals to assist them in reaching their full potential.

Revenues for our Disabilities Services operations are derived primarily from 28 different state Medicaid programs and from management contracts with private operators, generally not-for-profit providers, who contract with state government agencies and are also reimbursed under the Medicaid program. For the twelve months ended September 30, 2005, our Disabilities Services segment generated revenues of $852.2 million, representing approximately 80% of our total revenues.

Job Corps Training Services

Since 1976, we have been operating programs for disadvantaged youths through the federal Job Corps program administered by the DOL, which provides for the educational and vocational skills training, health care, employment counseling and other support necessary to enable disadvantaged youths to become responsible working adults. The Job Corps program is designed to address the severe unemployment faced by disadvantaged youths throughout the United States and Puerto Rico. The typical Job Corps student is a 16-24 year old high school dropout who reads at the seventh-grade level, comes from a disadvantaged background, has not held a regular job, and was living in an environment characterized by troubled home life or other disruptive conditions.

We operate 17 Job Corps centers in nine states and Puerto Rico with contract capacity for approximately 7,000 students. We also provide, under separate contracts with the Department of Interior or the primary contractor, certain administrative, counseling, educational, vocational and other support services for five Job Corps centers not operated by us. Our centers currently operate at approximately 92% capacity due to high demand, however, only approximately 1% of the eligible population in the United States is served by some type of Job Corps program due to funding constraints. Each center offers training in several vocational areas depending upon the particular needs and job market opportunities in the region. We provide these services in campus-style settings utilizing housing and classroom facilities owned and managed by the DOL. Upon completion of the program, each student is referred to the nearest job placement agency for assistance in finding a job or enrolling in a school or training program. Approximately 80% of the students completing our programs have obtained jobs or continue their education elsewhere. Revenues for our Job Corps operations are derived primarily from reimbursements by the DOL. For the twelve months ended September 30, 2005, our Job Corps Training Services segment generated revenues of $151.5 million, representing approximately 14% of our total revenues.

Employment Training Services

We operate job training and placement programs that assist welfare recipients and disadvantaged job seekers in finding employment and improving their career prospects. We currently operate 54 career centers in ten states serving over 7,500 individuals at any one time, or approximately 300,000 annually. These centers are part of a nationwide system of government-funded offices that provide assistance, job preparation and placement to any youth or adult. The services include providing information on the local labor market, vocational assessments, career counseling, workshops to prepare people for

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success in the job market, referrals to occupational skills training for high-demand occupations, job search assistance, job placement, and help with job retention and career advancement. Many of our centers are designed as “one-stop” career centers, which serve both job seekers and employers. Several types of assistance are offered by different organizations in a single facility. In addition to job seekers, “one-stop” centers serve the business community by providing job matching, screening, referral, and other specialized services for employers. Our Employment Training Services programs are funded through performance- based and fixed-fee contracts from local and state governments. For the twelve months ended September 30, 2005, our Employment Training Services segment generated revenues of $54.2 million, representing approximately 5% of our total revenues.

Other

For the twelve months ended September 30, 2005, our charter school operations generated revenues of approximately $6.1 million and our international job training and placement operations generated revenues of approximately $1.1 million, together representing less than 1% of our total revenues.

Industry overview

The markets for services for special needs populations in the United States are large and growing. These individuals are also backed by powerful and well organized advocacy groups. We estimate that the special needs populations that we serve constitute a $75 billion market, of which $35 billion is funding for MR/DD services and approximately $40 billion is funding for training services. We believe that we are well positioned to benefit from favorable demographics and positive industry trends. We expect our industry to experience strong growth due to the following:

A Growing Number of Individuals Needing Care from Human Services Providers. There are approximately 4.6 million individuals in the United States with MR/DD. Family caregivers care for 2.6 million of these MR/DD individuals and 25% of those family caregivers are parents or guardians age 60 or older. We believe that as the “baby boomer” generation ages, many of these family caregivers will not be capable of providing adequate support for their dependents with MR/DD. If these caregivers are unable to secure a residential living environment for their dependents with MR/DD, these dependents will become wards of the state. In addition, according to The State of the States Report, a 2004 research report prepared by Dr. David Braddock, the average life expectancy of individuals with MR/DD has increased from 19 years old in the 1930s to 66 years old in 1993, suggesting that individuals with MR/DD are increasingly more likely to survive their caregivers and require care from either human services providers or the government for longer periods of time. We believe both these trends will continue to drive an increase in the population of individuals that require special services and support from human service providers.

Community-Based Living Services Supported by the Courts. In June 1999, the U.S. Supreme Court, in Olmstead v. L.C., held that states must provide individuals with MR/DD the choice to be placed in community-based settings when deemed appropriate by medical professionals and placement can be reasonably completed within state budgets. This ruling intensified a movement, already under way nationally, to relocate persons with MR/DD from large state-operated institutions to community-based settings.

Public Pressure to Reduce Waiting Lists. According to The Arc, a national organization and advocacy group for individuals with MR/DD, in 2005 there were over 100,000 eligible individuals on waiting lists for placement in one or more residential service programs. We believe there is an increasing number of class action lawsuits across the country and many states have received court orders to address their extensive waiting lists. We believe many states are allocating incremental funding to provide for group home placements or for programs like periodic/in-home services.

Vocal, Well Organized Advocacy Groups. Strong advocacy groups, often led by the parents or guardians of individuals with MR/DD along with social workers and civil rights lawyers, have worked to organize on a national level and bring broad resources to focus on regional and local governing bodies when MR/DD issues are addressed. These advocacy groups increase community awareness and use legislation and the courts to influence government funding, improve service levels to individuals with MR/DD and increase emphasis on education and training. This trend has resulted in a higher quality of life and greater independence for individuals with MR/DD.

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Stable Job Corps Program. The federal Job Corps program, created in 1964, provides training for approximately 70,000 students each year at 122 centers throughout the United States and Puerto Rico. Funding for the program has grown from approximately $600 million in 1984 to $1.5 billion in 2004. The U.S. Census Bureau forecasted that the juvenile population will grow by 11% between 2000 and 2020 and estimates that 17% of the approximately 72 million children under the age of 18 in the United States currently live in households under the poverty level. Our Job Corps students frequently come from such a background.

Government Outsourcing of Employment Training Services. The Personal Responsibility and Work Opportunity Reconciliation Act of 1996 enabled private for-profit and non-profit organizations to competitively bid to manage and operate programs providing work activities and other services for welfare recipients, who are now faced with time limitations for the receipt of cash assistance. Current federal legislation has mandated states to privatize the delivery of services under a “one-stop” concept, providing a solid market base for private-sector involvement. Within this marketplace, third-party providers assist local government agencies and local workforce boards to manage and directly operate programs that help individuals prepare for, identify, secure and retain employment, while helping them remove any barriers such as child care, transportation and counseling issues. The consistent and bi-partisan support for these federal programs has created an opportunity for workforce services providers. The primary funding for this market is provided through five federal programs overseen by several federal government agencies, including the U.S. Department of Labor.

Company strengths

Leading Position in Special Needs Markets. We are the nation’s largest private provider of services to populations with special needs. At September 30, 2005, we provided services to approximately 41,000 individuals with special needs in 34 states, Washington, D.C., Puerto Rico and certain international locations. We are also the second largest private operator of Job Corps centers and “one-stop” centers in the United States. We believe that our broad service offerings, our established presence in our target markets and our ability to deliver services locally provide us with a competitive advantage and strengthen our relationships with the referral base, namely state and local agencies and advocacy groups.

Top Quality Services by Well-Trained Professionals at an Efficient Cost. Our mission is to provide the highest quality care to those individuals we serve. We believe our national scope and size allow us to develop and implement best practices nationwide to provide our customers with a high quality of care. We are also able to leverage operational economies of scale to provide this quality care in a cost effective manner that is responsive to our customers, their families and state and federal funding providers. For example, according to the State of the States Report, the average cost per day of one individual in a state-run institution setting is approximately $369, while the same individual in our community-based environment costs from $140-160.

Significant Recurring Revenue from Diversified Payors. Care for our MR/DD customers is long-term in nature. We serve a client for an average of seven years, and the average age of our client is 41 years. In addition, the life expectancy of our customers has increased from 19 years old in the 1930s to 66 years old in 1993. Because most of our MR/DD consumers require services over their entire lives and many states have extensive waiting lists for services, our MR/DD operations have experienced occupancy rates in our group homes and residential facilities of at least 96% since 1996. Our Job Corps contracts average five years in length and are usually cost-plus based contracts. Our programs have been very successful, achieving a 98.7% efficacy rating from the DOL over the last twelve months ended June 30, 2005, which made us the highest rated operator of Job Corps programs in the United States. This high quality enables us to have consistently high renewal rates; we have successfully renewed 20 out of the last 23 programs that have come up for bid. We are reimbursed for our services by Medicaid agencies, the DOL and other government entities in 34 states, therefore mitigating our reimbursement exposure to any one payor.

Strong and Stable Free Cash Flow. We generate strong and stable operating cash flow due to our efficient operational capabilities, manageable capital expenditures and stable working capital requirements. Our business model facilitates our ability to benefit from economies of scale and effectively develop our services and programs. Additionally, since the beginning of 2002, our robust infrastructure and systems improvements have helped increase EBITDA margins. Our free cash flow from 2002 to 2004 averaged approximately $28 million annually.

Strong Referral Relationships. Client referrals in the human services industry generally occur at a local community level. We have been operating in 32 of the 34 states we serve for at least six years and have developed close, long-standing

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relationships with state and local agencies as well as advocacy groups in the communities we serve. We believe we have a reputation as a high quality human services provider with quality facilities and the infrastructure and expertise to service our customers. We also believe that our expertise serving MR/DD individuals has enabled us to be a better partner for state and local agencies as they work to comply with legislation and litigation to move these individuals off waiting lists or from state institutions and into group homes or other community-based settings.

Proven Ability to Identify and Integrate Acquisitions. Our recent growth is due in part to our ability to successfully identify and integrate both tuck-in acquisitions and strategic acquisitions. We employ a proven, systematic and disciplined approach that includes conducting full due diligence on prospective contracts, the reimbursement environment, quality of services, financial condition, operational managers and regulatory compliance. We also have a comprehensive post-acquisition process to facilitate the integration of the acquired entities that includes improving facility operations, retaining staff and incorporating the entity into our various systems.

Experienced Management Team. The members of our senior management team, led by President and CEO Ronald G. Geary, have served an average of nine years at ResCare and an average of 13 years in the human services industry. Under Mr. Geary’s leadership, we have grown revenues from $65 million in 1990 to $1.07 billion for the twelve months ended September 30, 2005 through acquisitions and organic growth. Our senior operations personnel have a broad range of human services experience, serving an average of 24 years in the industry. We believe that our management team has the depth and breadth to successfully grow our company and execute our strategy.

Company strategy

Leverage Existing Regional Infrastructure to Increase Density. One of our growth strategies is to acquire and integrate new group homes, or tuck-in acquisitions, into our regional clusters where we have existing infrastructure and where Medicaid rates are attractive. We add homes and individuals served by pursuing small tuck-in acquisitions using our proven, disciplined and systematic approach to potential acquisitions. The typical target is less than $5 million in revenue size and currently has facilities in a geographic area in which we operate.

Expand Our Disabilities Services and Periodic In-Home Services. We plan to expand into new markets and expand the disabilities services we offer to existing markets. We plan on leveraging our existing client base and continue to partner with state government agencies to create new services and service models to address changing market needs. For example, we began delivering our periodic in-home services to individuals with MR/DD and the elderly in 1997 and serve approximately 14,000 individuals today. Periodic services are provided in the family homes of clients and, as such, provide stable margins and require minimal capital investment. We believe that these services are in high demand from family caregivers and in some cases are used as an interim measure by state governments to provide relief to these families. As such, this represents a significant avenue for growth that leverages our existing infrastructure. Additionally, we recently acquired an in-home personal care provider to the elderly, which is funded primarily by private individuals, thereby further diversifying our payor mix.

Grow through Opportunities in Employment Training Services. We continue to explore further growth in employment training services through pursuit of “one-stop” center contracts, as well as evaluation of acquisition candidates. While we operated no “one-stop” centers in 2002, today we are the second largest private operator of these centers in the United States. We expect to continue pursuing growth opportunities as contracts with state agencies come up for bid or as acquisition opportunities arise.

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The Exchange Offer

          On October 3, 2005, we issued $150,000,000 aggregate principal amount of our 7³/4% Senior Notes due 2013 in a private offering. The old notes are guaranteed by our domestic subsidiaries (“Guarantors”).

          We and the Guarantors entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed, among other things, to deliver this prospectus to you and to consummate the exchange offer on or before April 3, 2006. In the exchange offer, you are entitled to exchange your old notes for registered exchange notes with substantially identical terms. If we do not complete various tasks by their deadlines, as we discuss in the “Registration Rights” section of this prospectus, liquidated damages will accrue on the old notes at a rate of ..25% over the stated interest rate on the old notes for the first 90 days immediately after such deadlines, and will increase by an additional .25% with respect to each subsequent 90-day period up to a maximum of 1.0% in the aggregate, until the exchange offer is completed. You should also read the discussion under the headings “Summary of Terms of the Exchange Notes” and “Description of Notes” for further information regarding the registered exchange notes.

          We believe that the exchange notes issued in the exchange offer may be resold by you without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, subject to certain conditions and limited exceptions. Following the exchange offer, any old notes held by you that are not exchanged in the exchange offer will continue to be subject to the existing restrictions on transfer on the old notes and, except in certain limited circumstances, we will have no further obligation to register transfers of outstanding old notes held by you under the Securities Act. You should read the discussions under the heading “The Exchange Offer” for further information regarding the exchange offer and the resale of old notes.

          Each broker-dealer that receives exchange notes for its own account in exchange for notes, where such notes were acquired by such broker-dealer as a result of market-making activities 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.”

Issuer	Res-Care, Inc.
The Exchange Offer	We previously issued $150 million aggregate principal amount of our 73/4% Senior Notes due 2013 in a private offering. These securities were not registered under the Securities Act. At the time we issued the old notes, we entered into a registration rights agreement in which we agreed to offer to exchange your unregistered old notes for new exchange notes that have been registered under the Securities Act. This exchange offer is intended to satisfy that obligation. For each old note surrendered to us under the exchange offer, the noteholder will receive a new exchange note of equal principal amount. After the exchange offer is completed, except in certain limited circumstances, you will no longer be entitled to any registration rights with respect to your old notes. In certain circumstances, certain holders of outstanding old notes may require us to file a shelf registration statement under the Securities Act.
Required Representations	To participate in this exchange offer, you will be required to make certain representations to us in a letter of transmittal, including that:
	•      any exchange notes will be acquired by you in the ordinary course of your business;
	•      you have not engaged in, do not intend to engage in, and do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

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	•      you are not an affiliate of our company; and
	•      if you are a broker-dealer that will receive exchange notes for your own account in exchange for notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes.
Resale	We believe that, subject to limited exceptions, the exchange notes issued in the exchange offer may be freely traded by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:
	•      the exchange notes issued in the exchange offer are being acquired in the ordinary course of your business;
	•      you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer; and
	•      you are not an “affiliate” of our company.
	If our belief is inaccurate and you transfer any exchange note issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from such requirements, you may incur liability under the Securities Act. We do not assume, or indemnify you against, such liability.
	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activities must also acknowledge that it has not entered into any arrangement or understanding with us or any of our affiliates to distribute the exchange notes and will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes issued in the exchange offer.
	We have agreed in the registration rights agreement that a broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on March 24, 2006, unless extended, in which case the term “expiration date” will mean the latest date and time to which we extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, which may be waived by us. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered.

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Procedures for Tendering Old Notes	If you wish to tender your old notes for exchange pursuant to the exchange offer, you must transmit to Wells Fargo Bank, National Association, as exchange agent, on or before the expiration date:
	Either:
	•      a properly completed and duly executed letter of transmittal, which accompanies this prospectus, or a facsimile of the letter of transmittal, together with your old notes and any other required documentation, to the exchange agent at the address set forth in this prospectus under the heading “The Exchange Offer — Exchange Agent,” and on the front cover of the letter of transmittal; or
	•      a computer generated message transmitted by means of The Depository Trust Company’s automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal.
	If either of these procedures cannot be satisfied on a timely basis, then you should comply with the guaranteed delivery procedures described below. By executing the letter of transmittal, each holder of old notes will make certain representations to us described under “The Exchange Offer — Procedures for Tendering.”
Special Procedures for Beneficial Owners	If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact such registered holder promptly and instruct such registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed before the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your old notes and time will not permit the documents required by the letter of transmittal to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you must tender your old notes according to the guaranteed delivery procedures described under “The Exchange Offer — Guaranteed Delivery Procedures.”
Acceptance of Old Notes and Delivery of Exchange Notes	Subject to the conditions described under “The Exchange Offer — Conditions to the Exchange Offer”, we will accept for exchange any and all old notes that are validly tendered in the exchange offer and not withdrawn, before 5:00 p.m., New York City time, on the expiration date.

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Withdrawal Rights	You may withdraw the tender of your old notes at any time before 5:00 p.m., New York City time, on the expiration date, subject to compliance with the procedures for withdrawal described in this prospectus under the heading “The Exchange Offer — Withdrawal of Tenders.”
Federal Income Tax Considerations	For a discussion of the material federal income tax considerations relating to the exchange of old notes for the exchange notes, see “Material United States Federal Income Tax Considerations.”
Exchange Agent	Wells Fargo Bank, National Association, the trustee under the indenture governing the old notes, is serving as the exchange agent. The address, telephone number and facsimile number of the exchange agent are set forth in this prospectus under the heading “The Exchange Offer — Exchange Agent.”
Consequences of Failure to Exchange Old Notes	If you do not exchange your old notes for exchange notes pursuant to the exchange offer, you will continue to be subject to the restrictions on transfer provided in the old notes and in the indenture governing the old notes. In general, the unregistered old notes may not be offered or sold, unless they are registered under the Securities Act, 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 intend to register the old notes under the Securities Act.

Summary of Terms of the Exchange Notes

           This exchange offer relates to the exchange of up to $150,000,000 aggregate principal amount of exchange notes for up to an equal principal amount of the unregistered outstanding old notes. The form and terms of the exchange notes are substantially the same as the form and terms of the outstanding old notes, except that the exchange notes will be registered under the Securities Act. Therefore, the exchange notes generally will not be subject to transfer restrictions or registration rights, and the provisions of the registration rights agreement relating to liquidated damages on the outstanding old notes under certain circumstances will be eliminated. The exchange notes issued in the exchange offer will evidence the same debt as the outstanding old notes, which they replace, and both the outstanding old notes and the exchange notes are governed by the same indenture. We sometimes refer to the old notes and the exchange notes collectively in this prospectus as the notes.

Exchange Agent	We are offering $150,000,000 aggregate principal amount of our 73/4% Senior Notes due 2013. The exchange notes will be issued under an indenture dated as of October 3, 2005.
Interest	Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes surrendered in exchange therefor or, if no interest has been paid on the old notes, from the issue date of the old notes. Interest on the exchange notes will be payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2006.
Maturity Date	October 15, 2013.
Ranking and Guarantees	The notes and guarantees will be senior unsecured obligations. All of our current and future domestic subsidiaries will guarantee the notes on a senior unsecured basis.

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	The notes will rank equally with all of our and our subsidiary guarantors’ existing and future senior unsecured debt.
	The notes and guarantees will rank senior to all of our and our subsidiary guarantors’ unsecured debt that is expressly subordinated to the notes, but will be effectively subordinated to all of our and our subsidiary guarantors’ secured indebtedness, if any, with respect to the assets securing that indebtedness and effectively subordinated to all liabilities of our subsidiaries that are not guarantors with respect to the assets of such subsidiaries.
Optional Redemption	We may redeem the notes, in whole or in part, at any time, on or after October 15, 2009 at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium declining from 103.875% if redeemed prior to October 15, 2010 to 101.938% if redeemed between October 15, 2010 and October 14, 2011 to 100% if redeemed on or after October 15, 2011, plus accrued interest. In addition, before October 15, 2008, we may redeem up to 35% of the original aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price of 107.75% of the principal amount plus accrued and unpaid interest, provided that:
	• at least 65% of the aggregate principal amount of the notes issued under the indenture remains outstanding immediately after the occurrence of such redemption; and
	• such redemption occurs within 90 days of the date of the closing of any such equity offering.
Change of Control	If we experience a change of control, we may be required to offer to repurchase the notes at 101% of the principal amount plus accrued and unpaid interest. We may not be able to pay you the required price for notes you present to us at the time of a change of control because our other outstanding indebtedness may prohibit payment or we may not have enough funds at the time.
Restrictive Covenants	The indenture governing the notes contains covenants that, among other things, will limit our ability and the ability of our restricted subsidiaries to:
	• incur additional debt and guarantees;
	• make other restricted payments, including without limitation, certain restricted investments;
	• pay distributions or dividends and repurchase our stock;
	• create liens;
	• enter into sale and leaseback transactions;
	• enter into agreements that restrict dividends from subsidiaries;

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	• sell or otherwise dispose of assets, including capital stock of restricted subsidiaries;
	• engage in transactions with affiliates;
	• enter into mergers, consolidations or sales of substantially all of our assets; and
	• enter into new lines of businesses.
	These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of Notes” in this prospectus.
Absence of a Public Market for the Notes	The notes are a new issue of securities, and there is currently no market for them. Accordingly, we cannot assure you as to the development or liquidity of any market for the notes or, if issued, the exchange notes. The initial purchasers have advised us that they currently intend to make a market for the notes as permitted by applicable laws and regulations. However, they are not obligated to do so and may discontinue any such market making activities at any time without notice. The notes will be eligible for trading on The PORTAL MarketSM.
Form of Exchange Notes	The exchange notes issued in the exchange offer will be represented by one or more permanent global certificates, in fully registered form, deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company, as depositary. You will not receive exchange notes in certificated form unless one of the events set forth under “Description of Notes — Certificated Notes” occurs. Instead, beneficial interests in the exchange notes will be shown on, and transfers of these exchange notes will be effected through, records maintained in book-entry form by The Depository Trust Company and its participants.
Use of Proceeds	We will not receive any proceeds from the exchange offer.

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Summary Consolidated Financial Information

          The “Summary consolidated financial information” description included as Exhibit 99.3 to our Current Report on Form 8-K filed on September 15, 2005 (file number 0-20372) is incorporated into this prospectus by reference.

Risk Factors

          In addition to the risk factors set forth below, the “Certain Risk Factors” description included in our Form 10-Q filed on November 3, 2005 (file number 0-20372) is incorporated into this prospectus by reference.

Risks relating to this offering

The notes are effectively subordinated to our secured indebtedness and structurally subordinated to the liabilities of some of our subsidiaries.

          The notes will be our unsecured obligations and will be effectively subordinated to our secured indebtedness. Upon consummation of the note offering, we entered into a $175 million amended and restated senior credit facility, which can be increased to $225 million at our option, subject to certain conditions and which is secured by a lien on all of our assets and will mature in five years. We have yet to draw on the amended and restated senior credit facility. As a result of the subordination of the notes offered hereby to our secured indebtedness, if we or a subsidiary guarantor are involved in a bankruptcy, liquidation, dissolution, reorganization or similar proceeding or upon a default in payment on, or the acceleration of, any indebtedness under our amended and restated senior credit facility or other secured indebtedness, our assets and those of the subsidiary guarantors that secure indebtedness will be available to pay obligations on the notes only after all indebtedness under the amended and restated senior credit facility and other secured indebtedness have been paid in full from those assets. We may not have sufficient assets remaining to pay amounts due on any or all of the notes then outstanding. The notes will also be structurally subordinated to all existing and future obligations, including indebtedness, of our subsidiaries that do not guarantee the notes, and the claims of creditors of these subsidiaries, including trade creditors, will have priority as to the assets of these subsidiaries. See “Description of Notes.”

The restrictions imposed by our debt agreements may limit our ability to operate our business.

          The indenture governing the notes contains various covenants that prohibit us from prepaying certain of our other indebtedness, require us to comply with specified financial ratios and tests, and restrict our ability to:

• incur or assume additional indebtedness or issue preferred or redeemable stock;

• pay dividends and make other distributions;

• enter into certain mergers or consolidations;

• prepay, redeem or repurchase debt;

• enter into sale and leaseback transactions;

• make loans, investments and capital expenditures;

• enter into agreements that restrict distributions from our subsidiaries;

• sell assets and capital stock of our subsidiaries;

• enter into new lines of business;

• enter into transactions with affiliates;

• create liens; and

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• sell and otherwise dispose of assets.

          Our amended and restated senior credit facility also includes restrictive covenants and requires us to maintain specified financial ratios and tests. We cannot assure you that these restrictions will not adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest. We also cannot assure you that we will be able to continue to comply with these covenants and ratios. If we commit a breach of any of these covenants, ratios or tests, we could be in default under one or more of the agreements governing our indebtedness, including our amended and restated senior credit facility and/or the notes, which could require us to immediately pay all amounts outstanding under those agreements or prohibit us from making draws on our amended and restated senior credit facility. If we were unable to repay our indebtedness, the lenders under our amended and restated senior credit facility could proceed against the collateral granted to them to secure that indebtedness. If payments of our outstanding indebtedness were to be accelerated, we cannot assure you that our assets would be sufficient to repay any amounts outstanding under our amended and restated senior credit facility and our other indebtedness, including the notes. We will be pledging all of our assets as collateral under our amended and restated senior credit facility. See “Description of Notes—Certain covenants”.

We may be unable to raise funds necessary to repurchase the notes upon a change of control.

          Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest. However, we cannot assure you that we will have sufficient funds available at the time of a change of control to make the required repurchases or that restrictions in our amended and restated senior credit facility or other future senior indebtedness will allow us to make these required repurchases. Accordingly, we may not be able to satisfy our obligations to purchase your notes unless we are able to refinance or obtain waivers under our amended and restated senior credit facility. Our failure to make the change of control offer or to pay the change of control purchase price when due would result in a default under the indenture governing the notes and a cross-default under our amended and restated senior credit facility. Our amended and restated senior credit facility also provides that a change of control, as defined in such agreement, will be a default that permits lenders to accelerate the maturity of borrowings thereunder and, if such debt is not paid, to enforce security interests in the collateral securing such debt, thereby limiting our ability to raise cash to purchase the notes, and reducing the practical benefit of the offer-to-purchase provisions to the holders of the notes. Any of our future debt agreements may contain similar provisions. In addition, the change of control provisions in the indenture may not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness), reorganization, restructuring, merger or other similar transactions, unless such transaction constitutes a change of control under the indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change that constitutes a change of control as defined in the indenture that would trigger our obligation to repurchase the notes. Therefore, if an event occurs that does not constitute a change of control as defined in the indenture, we will not be required to make an offer to repurchase the notes and you may be required to continue to hold your notes despite the event. See “Description of Notes—Change of control.”

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

          The notes are a new issue of securities for which there is no established public market. We do not intend to have the notes or any exchange notes listed on a national securities exchange or to arrange for quotation on any automated dealer quotation systems, although we expect that they will be eligible for trading in the PORTAL^SM Market. The initial purchasers have advised us that they intend to make a market in the notes, and the exchange notes, if issued, as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in the notes or the exchange notes, and they may discontinue their market-making activities at any time without notice. In addition, such market-making activity may be limited during the exchange offer or while the effectiveness of a shelf registration statement is pending. Therefore, we cannot assure you as to the development or liquidity of any trading market for the notes or the exchange notes. The liquidity of any market for the notes or the exchange notes will depend on a number of factors, including:

• the number of holders of notes;

• our operating performance and financial condition;

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• our ability to complete the offer to exchange the notes for the exchange notes;

• the market for similar securities;

• the interest of securities dealers in making a market in the notes; and

• prevailing interest rates.

          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 notes. We cannot assure you that the market, if any, for the notes or exchange notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your notes. Therefore, we cannot assure you that you will be able to sell your notes or exchange notes at a particular time or that the price that you receive when you sell will be favorable.

There are restrictions on your ability to transfer or resell the notes without registration under applicable securities laws.

          The notes are being offered and sold pursuant to an exemption from registration under United States and applicable state securities laws. Therefore, you may transfer or resell the notes in the United States only in a transaction registered under or exempt from the registration requirements of the United States and applicable state securities laws, and you may be required to bear the risk of your investment for an indefinite period of time.

          Under the registration rights agreement, we have agreed to file this exchange offer registration statement with the SEC and to use our reasonable best efforts to cause this registration statement to become effective with respect to the exchange notes. The SEC, however, has broad discretion to declare any registration statement effective and may delay, defer or suspend the effectiveness of any registration statement for a variety of reasons. If issued under an effective registration statement, the exchange notes generally may be resold or otherwise transferred (subject to restrictions described under “Description of Notes — Transfer and Exchange”) by each holder of the exchange notes with no need for further registration. However, the exchange notes will constitute a new issue of securities with no established trading market. We cannot assure you that there will be an active trading market for the exchange notes, or, in the case of non-exchanging holders of the notes, the trading market for the notes following the exchange offer. See “The Exchange Offer.”

Federal and state statutes allow courts, under specific circumstances, to void the notes and guarantees and require noteholders to return payments received from guarantors.

          Under applicable provisions of federal bankruptcy law or comparable provisions of state fraudulent transfer law, the issuance of the notes or a subsidiary guarantee could be considered a fraudulent conveyance if, among other things, our company or any subsidiary guarantor, at the time it incurred the indebtedness evidenced by the notes or its subsidiary guarantee:

• received or receives less than reasonably equivalent value or fair consideration for incurring such indebtedness; and

• was or is insolvent or rendered insolvent by reason of such occurrence; or

• was or is engaged in a business or transaction for which the assets remaining with our company or such guarantor constituted unreasonably small capital; or

• intended or intends to incur, or believed or believes that it would incur, debts beyond its ability to pay such debts as they mature.

          In addition, the payment of interest and principal by us pursuant to the notes or the payment of amounts by a guarantor pursuant to a subsidiary guarantee could be voided and required to be returned to the individual making such payment, or to a fund for the benefit of our creditors or such guarantor, as the case may be.

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          The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, our company or a guarantor would be considered insolvent if:

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

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

• it could not pay its debts as they become due.

          If a court were to find that the issuance of the notes or a subsidiary guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such subsidiary guarantee or further subordinate the notes or such subsidiary guarantee to presently existing and future indebtedness of ours or such subsidiary guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such subsidiary guarantee. If a finding of fraudulent conveyance occurs, you may not receive any repayment on the notes.

          If the subsidiary guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the applicable subsidiary guarantor were incurred for less than fair consideration. A court could thus void the obligations under the subsidiary guarantees, subordinate them to the applicable subsidiary guarantor’s other debt or take other action detrimental to the holders of the notes. If a subsidiary guarantor’s obligations were voided or held unenforceable for any other reason, the holders of the notes would not have any claim against that subsidiary and would be creditors solely of us and any other subsidiary guarantors whose guarantees are not held unenforceable.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

          The old notes were originally sold to J.P. Morgan Securities Inc., Goldman, Sachs & Co., Jefferies & Company, Inc., Avondale Partners, LLC, NatCity Investments, Inc., First Analysis Securities Corporation and SunTrust Capital Markets, Inc. as initial purchasers in a private offering by ResCare that closed on October 3, 2005. In connection with the private offering of the old notes, we, the Guarantors and the initial purchasers entered into a registration rights agreement in which we and the Guarantors agreed to use reasonable best efforts to:

• file a registration statement covering an offer to holders to exchange their old notes for a like principal amount of exchange notes;

• commence the exchange offer promptly after the registration statement becomes effective;

• complete the exchange offer within 60 days; and

• have the registration statement remain effective until 180 days after the closing of the exchange offer.

          The exchange notes will be issued without a restrictive legend and may be reoffered and resold by the holder without restrictions or limitations under the Securities Act, except as described below. We have agreed in the registration rights agreement to use reasonable best efforts to complete the exchange offer and issue the exchange notes no later than April 3, 2006. This exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement.

          For each old note surrendered to us pursuant to the exchange offer, the holder of such old note will receive an exchange note having a principal amount equal to that of the surrendered old note. The term “holder” with respect to the exchange offer means any person in whose name old notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder or any person whose old notes are held of record by The Depository Trust Company (“DTC”) who desires to deliver old notes by book-entry transfer through DTC.

          Under existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties, we believe that the exchange notes will generally be freely transferable by holders who have validly participated in the exchange offer without further registration under the Securities Act (assuming the truth of certain representations required to be made by each holder of notes, as set forth below). For additional information on the SEC’s position, we refer you to the following no-action letters: Exxon Capital Holdings Corporation, available April 13, 1988; Morgan Stanley & Co. Incorporated, available June 5, 1991; and Shearman & Sterling, available July 2, 1993. However, any purchaser of old notes who is one of our “affiliates” as defined in Rule 405 under the Securities Act, who intends to participate in the exchange offer for the purpose of distributing the exchange notes, or who is a broker-dealer who purchased old notes from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act:

• will not be able to tender its old notes in the exchange offer;

• will not be able to rely on the interpretations of the staff of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the old notes unless such sale or transfer is made pursuant to an exemption from these requirements.

          If you wish to exchange your old notes for exchange notes in the exchange offer, you will be required to make representations in a letter of transmittal which is attached to this prospectus, including that:

• you are not our “affiliate” (as defined in Rule 405 under the Securities Act);

• any exchange notes to be received by you will be acquired in the ordinary course of your business;

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• you have no arrangement or understanding with any person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act;

• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, a distribution of exchange notes; and

• if you are a broker-dealer (a “participating broker-dealer”), you acquired the old notes for your own account as a result of market-making or other trading activities, you have not entered into any arrangement or understanding with us or one of our affiliates to distribute the exchange notes and you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.

          The SEC has taken the position that participating broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act, and accordingly may fulfill their prospectus delivery requirements with respect to the exchange notes, other than a resale of an unsold allotment from the original sale of the notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements, to use the prospectus contained in the exchange offer registration statement in connection with the resale of the exchange notes.

          Under the registration rights agreement, our obligations to register the new notes will terminate upon the completion of the exchange offer. However, the SEC interpretations referred to above may be subject to change, hindering our ability to complete the exchange offer. If:

• any changes in applicable law or the applicable interpretations of the staff of the SEC do not permit us to conduct the exchange offer;

• for any other reason the exchange offer is not completed by April 3, 2006; or

• requested by the initial purchasers of old notes in connection with an offer or sale of old notes not eligible to be exchanged for exchange notes in the exchange offer,

then, we and the Guarantors will, at our cost:

• as promptly as practicable after such filing obligation arises, use our reasonable best efforts to file a shelf registration statement covering resales of the old notes or exchange notes held by initial purchasers, as applicable;

• use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act; and

• use our reasonable best efforts to keep effective the shelf registration until the earlier of two years after its effective date, or the date on which all of the notes to be sold pursuant to such shelf registration have been sold.

          If we file a shelf registration statement, we will provide you copies of the prospectus that is a part of the shelf registration statement, notify you when the shelf registration statement for the old notes has become effective and take other actions as are required to permit unrestricted resales of the old notes. A holder of old notes that sells the old notes pursuant to the shelf registration statement generally will be:

• required to be named as a selling security holder in the related prospectus and deliver a prospectus to purchasers;

• subject to certain of the civil liability provisions under the Securities Act in connection with the sales; and

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• bound by the provisions of the registration rights agreement that are applicable to such a holder, including indemnification obligations.

          In addition, each holder of the old notes will be required to deliver information to be used in connection with the shelf registration statement and to provide any comments on the shelf registration statement within the time periods described in the registration rights agreement in order to have their old notes included in the shelf registration statement and to benefit from the provisions regarding liquidated damages described below.

          If any of the following (each a “registration default”) occurs:

• the exchange offer is not completed on or before April 3, 2006; or

• the shelf registration statement, if required to be filed by us, is not declared effective on or before April 3, 2006;

the interest rate borne by the old notes will increase by 0.25% per annum upon the occurrence of such an event. This rate will continue to increase by 0.25% per annum with respect to each 90 day period that the liquidated damages (as defined below) continue to accrue in any such circumstance. However, the maximum total increase in the interest rate will in no event exceed one percent (1.00%) per year. If the shelf registration statement required to be filed is filed and declared effective but thereafter ceases to be effective or usable for more than 30 days in any 12-month period, then the interest rate on the notes covered by the shelf registration statement will increase by one percent (1.00%) per year. We refer to these increases in the interest rate on the old notes as “liquidated damages.” Such interest is payable in addition to any other interest payable from time to time with respect to the old notes and the exchange notes in cash on each interest payment date to the holders of record for such interest payment date. After the cure of registration defaults, the accrual of liquidated damages will stop and the interest rate will revert to the original rate.

          The above summary highlights the material provisions of the registration rights agreement, but does not restate that agreement in its entirety. We urge you to review all of the provisions of the registration rights agreement, because it, and not this description, defines your rights as holders to exchange your old notes for registered exchange notes. A copy of the registration rights agreement has previously been filed with the SEC by us, and is incorporated by reference in the registration statement of which this prospectus forms a part.

          Following the consummation of the exchange offer, holders of old notes who were eligible to participate in the exchange offer but who did not tender their old notes will not have any further registration rights, and the old notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for the old notes could be adversely affected.

Terms of the Exchange Offer

          This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange all old notes that are properly tendered and not withdrawn on or before 5:00 p.m., New York City time, on the expiration date. After authentication of the exchange notes by the trustee or an authentication agent, we will issue and deliver exchange notes in principal amounts equal to the outstanding old notes accepted in the exchange offer. Holders may tender some or all of their old notes in the exchange offer in denominations of $1,000 and integral multiples thereof.

          The form and terms of the exchange notes are identical in all material respects to the form and terms of the old notes, except that:

(1)	the offering of the exchange notes has been registered under the Securities Act;
(2)	the exchange notes will generally not be subject to transfer restrictions or registration rights; and
(3)	certain provisions relating to liquidated damages on the old notes provided for in certain circumstances will be eliminated.

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          The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the indenture.

          As of the date of this prospectus, $150,000,000 aggregate principal amount of the old notes is outstanding. In connection with the issuance of the old notes, arrangements were made for the old notes to be issued and transferable in book-entry form through the facilities of DTC, acting as a depositary. The exchange notes will also be issuable and transferable in book-entry form through DTC.

          This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders of the old notes as of the close of business on February 22, 2006. The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered. However, our obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain customary conditions that we describe under “— Conditions to the Exchange Offer” below.

          We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving exchange notes from us and delivering exchange notes to such holders.

          If any tendered old notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events set forth herein, certificates for any such unaccepted old notes will be returned, at our cost, to the tendering holder thereof as promptly as practicable after the expiration date.

          Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “— Solicitation of Tenders, Fees and Expenses” for more detailed information regarding the expenses of the exchange offer.

          By executing or otherwise becoming bound by the letter of transmittal, you will be making the representations described under “— Procedures for Tendering” below.

Expiration Date; Extensions; Amendments

          The term “expiration date” means 5:00 p.m., New York City time, on March 24, 2006, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” means the latest date to which the exchange offer is extended. We may extend the exchange offer at any time and from time to time by giving oral or written notice to the exchange agent and by timely public announcement.

          We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old notes, by giving oral or written notice of such extension to the exchange agent and notice of such extension to the holders as described below. During any such extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof as promptly as practicable after the expiration or termination of the exchange offer.

          We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if any of the conditions set forth herein under “— Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us, if such conditions are permitted to be waived by us.

          We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old notes as promptly as practicable. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders and we will extend the exchange offer to the extent required by law.

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          Without limiting the manner in which we may choose to make public announcements of any extension, amendment, termination or non-acceptance of the exchange offer, and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a timely release to the Dow Jones News Service.

Interest on the Exchange Notes

          Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes surrendered in exchange therefor or, if no interest has been paid on the old notes, from the issue date of the old notes. Interest on the exchange notes will be payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2006.

Procedures for Tendering

What to Submit and How

          Each holder of old notes wishing to accept the exchange offer must complete, sign and date the letter of transmittal, or a facsimile thereof, in accordance with the instructions contained herein and therein. Each holder should then mail or otherwise deliver the completed letter of transmittal, or such facsimile, together with the old notes to be exchanged and any other required documentation, to Wells Fargo Bank, National Association, as exchange agent, at the address set forth below under “— Exchange Agent” on or before the expiration date. A holder may also tender old notes pursuant to the procedures for book-entry transfer as provided for herein and in the letter of transmittal.

          Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent’s account in accordance with DTC’s procedure for such transfer. Although delivery of old notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at its address set forth herein under “—Exchange Agent” before 5:00 p.m., New York City time, on the expiration date. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

          Only a holder may tender its old notes in the exchange offer. To tender in the exchange offer, a holder must:

(1)	complete, sign and date the letter of transmittal or a facsimile thereof;
(2)	have the signatures of the holder guaranteed if required by the letter of transmittal; and
(3)	unless such tender is being effected pursuant to the procedure for book-entry transfer, mail or otherwise deliver the letter of transmittal or the facsimile, together with the old notes and other required documents, to the exchange agent, before 5:00 p.m., New York City time, on the expiration date.

          The tender by a holder will constitute an agreement between such holder, our company and the exchange agent in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal. If less than all of the old notes are tendered, a tendering holder should fill in the amount of old notes being tendered in the appropriate box on the letter of transmittal. The entire amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

          The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to ensure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to ResCare. Holders may also request that their respective brokers, dealers, commercial banks, trust companies or nominees effect the tender for holders, in each case as set forth herein and in the letter of transmittal.

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          Any beneficial owner whose old notes are registered in the name of his broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on his behalf. If the beneficial owner wishes to tender on his own behalf, the beneficial owner must, before completing and executing the letter of transmittal and delivering his old notes, either make appropriate arrangements to register ownership of the old notes in the owner’s name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

Required Representations in Letter of Transmittal

          The letter of transmittal will include representations to us that, among other things:

(1)	the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not such person is the holder;
(2)	neither the holder nor any other person receiving the exchange notes is engaged in, intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes;
(3)	neither the holder nor any other person receiving the exchange notes is an “affiliate,” as defined in Rule 405 under the Securities Act, of our company; and
(4)	if the tendering holder is a broker or dealer as defined in the Exchange Act, then

(a)	it acquired the old notes for its own account as a result of market-making activities or other trading activities; and
(b)	it has not entered into any arrangement or understanding with our company or any “affiliate” of our company within the meaning of Rule 405 under the Securities Act to distribute the exchange notes to be received in the exchange offer.

Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities 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.”

How to Sign Your Letter of Transmittal and Other Documents

          Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (each an “Eligible Institution”), unless the old notes tendered pursuant thereto are tendered:

(1)	by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” of the letter of transmittal; or
(2)	for the account of an Eligible Institution.

If the letter of transmittal is signed by a person other than the registered holder of old notes, the old notes must be endorsed or accompanied by appropriate bond powers that authorize the person to tender the old notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the old notes. If the letter of transmittal or any old notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the completed letter of transmittal.

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Important Rules Concerning the Exchange Offer

          You should note that:

• All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered old notes will be determined by us in our sole discretion, which determination will be final and binding;

• We reserve the absolute right to reject any and all old notes not properly tendered or any old notes the acceptance of which would, in our judgment or the judgment of our counsel, be unlawful;

• We also reserve the absolute right to waive any irregularities or conditions of tender as to particular old notes. Our company’s interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine;

• Although we intend to notify holders of defects or irregularities with respect to any tender of old notes, neither our company, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to tenders of old notes, nor will any of them incur any liability for failure to give that notification; and

• Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that we determine are not properly tendered or the tender of which is otherwise rejected by us and as to which the defects or irregularities have not been cured or waived by us will be returned by the exchange agent to the tendering holder unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Book-Entry Transfer

          The exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the old notes at DTC for the purpose of facilitating the exchange offer. Any financial institution that is a participant in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer the participant’s old notes into the exchange agent’s account with respect to the old notes in accordance with DTC’s Automated Tender Offer Program procedures for such transfer. However, the exchange for the old notes so tendered will only be made after timely confirmation of the book-entry transfer of old notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming a part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant that is tendering old notes that the participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against the participant.

          Although delivery of old notes may be effected through book-entry transfer into the exchange agent’s account at DTC, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or before the expiration date, or you must comply with the guaranteed delivery procedures described below. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

          If you are a registered holder of old notes and you wish to tender your old notes but your old notes are not immediately available, or time will not permit your old notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may effect a tender if:

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(1)	the tender is made through an Eligible Institution;
(2)	before the expiration date, the exchange agent receives from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmittal, mail or hand delivery

(a)	stating the name and address of the holder, the certificate number or numbers of the holder’s old notes and the principal amount of the old notes tendered;
(b)	stating that the tender is being made thereby; and
(c)	guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or a facsimile thereof, together with the certificate(s) representing the old notes to be tendered in proper form for transfer, or confirmation of a book-entry transfer into the exchange agent’s account at DTC of old notes delivered electronically, and any other documents required by the letter of transmittal, will be deposited by the Eligible Institution with the exchange agent; and

(3) the properly completed and executed letter of transmittal, or a facsimile thereof, together with the certificate(s) representing all tendered old notes in proper form for transfer, or confirmation of a book-entry transfer into the exchange agent’s account at DTC of old notes delivered electronically and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the expiration date.

          Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

          Except as otherwise provided herein, tenders of old 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, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein before 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

• specify the name of the person having deposited the old notes to be withdrawn (the “Depositor”),

• identify the old notes to be withdrawn, including the certificate number or numbers and principal amount or, in the case of old notes transferred by book-entry transfer, the name and number of the account at DTC to be credited,

• be signed by the Depositor in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the trustee with respect to the old notes to register the transfer of the old notes into the name of the Depositor withdrawing the tender, and

• specify the name in which any old notes to be withdrawn are to be registered, if different from that of the Depositor.

          Please note that all questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued with respect thereto unless the old notes so withdrawn are validly retendered. Properly withdrawn old notes may be retendered by following one of the procedures described above under “— Procedures for Tendering” at any time before the expiration date.

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Conditions to the Exchange Offer

          Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes, and may terminate or amend the exchange offer as provided herein before the acceptance of the old notes if, in our judgment, any of the following conditions has occurred or exists or has not been satisfied:

(1)	that the exchange offer, or the making of any exchange by a holder, violates the applicable interpretations of the staff of the SEC;
(2)	that any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer; or
(3)	that there has been proposed, adopted or enacted any law, statute, rule or regulation that, in the sole judgment of our company, might materially impair our ability to proceed with the exchange offer.

          If we determine that we may terminate the exchange offer for any of the reasons set forth above, we may:

(1)	refuse to accept any old notes and return any old notes that have been tendered to their holders;
(2)	extend the exchange offer and retain all old notes tendered before the expiration date of the exchange offer, subject to the rights of such holders of tendered old notes to withdraw their tendered old notes; or
(3)	waive the termination event with respect to the exchange offer and accept all properly tendered old notes that have not been withdrawn. If a waiver constitutes a material change in the exchange offer, we will disclose the change by means of a supplement to this prospectus that will be distributed to each registered holder, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during that period.

          The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition. Our failure at any time to exercise the foregoing rights will not be deemed to be a waiver by us of any such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time.

Exchange Agent

          Wells Fargo Bank, National Association, the trustee under the indenture, has been appointed as exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address set forth below. In its capacity as such, the exchange agent has no fiduciary duties and will be acting solely on the basis of directions of our company. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Overnight Courier or Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480	Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Bldg. — 12th Floor 608 2nd Avenue South Minneapolis, MN 55402

Attn: Reorg
(if by mail, registered or
certified recommended) Attn: Reorg Attn: Reorg

By Facsimile:	To Confirm by Telephone:
	(800) 344-5128; or
(612) 667-6282	(612)667-9764
Attn: Bondholder Communications	Attn: Bondholder Communications

          Delivery to an address or facsimile number other than those listed above will not constitute a valid delivery.

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Solicitation of Tenders, Fees and Expenses

          We will pay all expenses of soliciting tenders pursuant to the exchange offer. The principal solicitation pursuant to the exchange offer is being made by mail. Additional solicitations may be made by officers and regular employees of our company and our affiliates in person, by telegraph, telephone or telecopier.

          We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection with the exchange offer and will indemnify the exchange agent for all losses and claims incurred by it as a result of the exchange offer.

          We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

          The expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees and printing costs, will be paid by our company.

          We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. If, however, certificates representing exchange notes or old notes for principal amounts not tendered or accepted for exchange 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 old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if the transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer, then 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 transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed by us directly to the tendering holder.

Accounting Treatment

          The exchange notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us as a result of the consummation of the exchange offer. The expenses of the exchange offer will be amortized by us over the term of the exchange notes.

Consequences of Failure to Exchange

          As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, this exchange offer, we will have fulfilled certain obligations contained in the registration rights agreement. Holders of the old notes who do not tender their old notes in the exchange offer will continue to hold those old notes and will be entitled to all the rights, and subject to the limitations applicable thereto, under the indenture and the registration rights agreement, except for any rights under the registration rights agreement that by their terms terminate or cease to have further effect as a result of the making of this exchange offer. All untendered old notes will continue to be subject to the restrictions on transfer set forth in the Indenture. Accordingly, untendered old notes may be resold only:

(1)	to ResCare;
(2)	pursuant to a registration statement that has been declared effective under the Securities Act;
(3)	in the United States to qualified institutional buyers within the meaning of Rule 144A in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A;
(4)	in the United States to institutional “accredited investors,” as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act, in transactions exempt from the registration requirements of the Securities Act;

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(5)	outside the United States in transactions complying with the provisions of Regulation S under the Securities Act; or
(6)	pursuant to any other available exemption from the registration requirements under the Securities Act.

To the extent that old notes are tendered and accepted in the exchange offer, the liquidity of the trading market for untendered old notes could be adversely affected.

USE OF PROCEEDS

          The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the exchange offer.

(Dollars in thousands)	Amount
Sources of funds:
Cash, cash equivalents and short-term investments	$	14,430
New senior notes offered hereby (2)		148,892
Total sources of funds	$	163,322
Uses of funds :
Repayment of existing term loan	$	0
Repurchase existing principal		150,000
Tender premium		9,124
Estimated fees and expenses (1)		4,198
Total uses of funds	$	163,322

(1)	Estimated fees and expenses include approximately $2.1 million of fees and expenses for this offering and approximately $2.1 million of fees and expenses for the amended and restated senior credit facility.
(2)	This amount reflects an issue price equal to 99.261% of $150 million.

The following table sets forth our capitalization as of September 30, 2005 on an actual basis and on an as adjusted basis to give effect to this exchange offer and the application of the estimated net proceeds. You should read this table in conjunction with the information contained in “Use of proceeds,” “Selected historical consolidated financial data,” “Management's discussion and analysis of financial condition and results of operations,” “Description of other indebtedness” and our consolidated financial statements and the notes related thereto included in or incorporated by reference in this registration statement.

CAPITALIZATION

	As of September 30, 2005
(Dollars in thousands)	Actual		As adjusted
Cash, cash equivalents and short-term investments	$	43,092	$	28,662
Long-term debt, including current maturities:
Amended and restated senior credit facility	$	0	$	0
Existing term loan		0		0
Obligations under capital leases		1,843		1,843
Total secured debt		1, 843		1, 843
Notes payable and other		6,195		6,195
10.625% Senior Notes		150,000		0
Senior notes offered hereby		0		148,892
Total debt	$	158,038	$	156,930
Shareholders' equity:
Preferred shares, no par value, authorized 1,000,000 shares, 48,095 shares issued and outstanding	$	46,609	$	46,609
Common shares, no par value, authorized 40,000,000 shares, 26,579,900 shares issued and outstanding		49,364		49,364
Additional paid-in capital		59,682		59,682
Retained earnings (1)		140,391		132,502
Total shareholders' equity		296,046		288,157
Total capitalization	$	454,084	$	445,087

(1) As adjusted retained earnings includes charges of $9.1 million ($6.0 million, net of tax) for the tender premium and $2.9 million ($1.9 million, net of tax) for the write-off of unamortized debt issue costs.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

																As adjusted
																twelve months
												Nine months ended September 30,				ended
	Fiscal year ended December 31,											2004		2005		September 30, 2005
(Dollars in thousands)	2000		2001			2002		2003		2004		(unaudited)		(unaudited)		(unaudited)
Statement of income data:
Revenues	$	858,073	$	885,715		$	919,724	$	961,333	$	1,009,016	$	751,511	$	807,723	$	1,065,228
Facility and program expenses		755,853		817,754			845,316		865,461		905,213		674.203		721,554		952,564
Facility and program contribution		102,220		67,961			74,408		95,872		103,803		77,308		86,169		112,664
Total operating expenses		54,838		55,188			45,928		50,629		51,273		38,834		41,227		53,666
Operating income (1)		47,382		12,773			28,480		45,243		52,530		38,474		44,942		58,998
Interest expense, net		22,559		19,061			24,298		24,326		19,750		14,922		13.690		14,113
Income (loss) before income taxes		24,823		(6,288	)		4,182		20,917		32,780		23,552		31,252		44,885
Income tax expense		10,647		(1,916	)		1,506		7,530		11,273		8,950		10,626		14,447
Net income (loss)	$	14,176	$	(4,372	)	$	2,676	$	13,387	$	21,507		14,602	$	20,626	$	30,438
Balance sheet data:
Working capital	$	122,305	$	142,877		$	144,546	$	71,298	$	120,619	$	120,903	$	99,999	$	85,569
Cash, cash equivalents and short-term investments		33,415		58,997			72,089		23,440		81,639		103,905		43,092		28,662
Total assets		536,771		534,936			546,612		503,026		586,666		590,131		604,920		595,923
Total debt, including capital leases		272,277		269,711			262,424		189,685		182,536		187,199		158,038		156,930
Shareholders' equity		178,123		174,129			177,179		192,291		269,561		258,578		296,046		288,157
Other financial data:
Cash interest expense	$	23,771	$	19,929		$	25,873	$	26,863	$	20,809	$	14,846	$	14,310	$	15,868
Depreciation and amortization		22,308		21,079			11,862		12,254		12,207		9,063		10,318		13,462
Capital expenditures		20,914		9,323			13,692		14,141		16,017		8,028		8,502		16,491
Facility rent (2)		25,136		29,792			32,212		35,362		37,468		27,693		30,136	$	39,911
Operating data:
Days sales outstanding		58.9		53.0			48.3		48.0		48.4		45.9		51.6		51.6
Disabilities services revenue (3)	$	730,488	$	745,124		$	759,589	$	787,903	$	819,597	$	610,064	$	642,695	$	852,228
Job Corps Training Services revenue (3)		123,868		136,654			146,414		138,786		145,375		108,046		114,212		151,541
Employment Training Services revenue (3)		—		—			—		30,122		38,341		29,267		45,154		54,228
Other revenue (3)		3,717		3,937			3,721		4,522		5,703		4,134		5,662		7,231

(1)	Operating income for the year ended December 31, 2004 includes expenses of $0.8 million ($0.5 million net of tax, or $0.02 per share) related to payments required under the provisions of the director stock option plans as a result of the Onex transaction. Operating income for the year ended December 31, 2003 includes a charge of $2.2 million ($1.4 million net of tax, or $0.06 per share) related to debt refinancing ($2.5 million, pre-tax charge) and extinguishment of debt ($0.3 million, pre-tax gain). Operating income for the year ended December 31, 2002 includes a charge of $14.8 million ($9.5 million net of tax, or $0.39 per share) related to write-off of accounts receivable in the fourth quarter of 2002. In addition, we recorded a charge of $1.5 million ($1.0 million net of tax, or $0.04 per share) for costs associated with an investigation and closure of a portion of a non-core operation. Further, operating income for 2002 includes gains on the extinguishment of debt of $1.3 million ($0.8 million net of tax, or $0.03 per share). Operating income for the year ended December 31, 2001 includes a restructuring charge of approximately $1.6 million ($0.9 million net of tax, or $0.04 per share) for costs associated with the exit from Tennessee. In addition, we recorded a charge of $22 million ($13.2 million net of tax, or $0.54 per share) related to additional reserves for accounts receivable and insurance claims. Operating income for the year ended December 31, 2000 includes the following: (1) a charge of $1.8 million ($1.1 million net of tax, or $0.04 per share) related to the write-off of costs associated with the terminated management-led buyout, (2) a charge of $1.7 million ($1.0 million net of tax, or $0.04 per share) related to our 2000 restructuring plan and (3) a charge of $0.6 million for the settlement of a lawsuit.
(2)	Facility rent is defined as land and building lease expense less amortization of any deferred gain on applicable sale-leaseback transactions.
(3)	Commencing January 1, 2005, as a result of integrating the former Youth Services operating segment into our existing segments, as well as the expansion of our job training and placement programs for disadvantaged job seekers, we now have the following three reportable segments: (i) Disabilities Services, (ii) Job Corps Training Services and (iii) Employment Training Services. Segment revenues for the periods presented prior to 2005 have been reclassified to reflect this change in the composition of our reportable operating segments.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior notes

On October 3, 2005, we used a portion of the proceeds of the old notes to repurchase $119.6 million aggregate principal amount of our 10.625% Senior Notes due 2008. On November 15, 2005, we redeemed the remaining $30.4 million aggregate principal amount of our 10.625% Senior Notes also using proceeds of the old notes. None of our 10.625% Senior Notes remain outstanding.

Amended and restated senior credit facility

On October 3, 2005, we amended and restated our $135 million senior credit facility due in January 2008, which included a $100 million revolver and a $35 million term loan. As amended and restated, the senior credit facility now consists of a $175 million revolving credit facility, which can be increased to $225 million at our option and expires on October 3, 2010. The credit facility will be used primarily for working capital purposes and for letters of credit required under our insurance programs. The amended and restated senior credit facility contains various financial covenants relating to net worth, capital expenditures and rentals and requires us to maintain specified ratios with respect to interest coverage and leverage. Our ability to achieve the thresholds provided for in the financial covenants largely depends upon the maintenance of continued profitability and/or reductions of amounts borrowed under the facility, and continued cash collections. Our existing senior credit facility is secured by a lien on substantially all of our assets, and, through secured guarantees, on all of our subsidiaries’ assets. In connection with the issuance of the old notes and the amendment and restatement of the credit facility, we repaid our outstanding term loan, which totaled $28 million.

Other long-term debt

At September 30, 2005, our obligations under capital leases totaled $1.843 million and the outstanding principal amount of other indebtedness totaled $6.195 million.

DESCRIPTION OF NOTES

As used below in this “Description of Notes” section, the “Company” means Res-Care, Inc., a Kentucky corporation, and its successors, but not any of its Subsidiaries. The Company issued the old notes and will issue the exchange notes described in this prospectus (the “Notes”) under an Indenture, dated as of October 3, 2005 (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). The Indenture is subject to and governed by the Trust Indenture Act of 1939, as amended. The terms of the Notes include those set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

ResCare has previously filed a copy of the Indenture with the SEC, and the Indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. Copies of the Indenture and the registration rights agreement are available as set forth above under “Where You Can Find More Information.” You can find definitions of certain terms used in this description under the heading “Certain Definitions.” Certain defined terms used in this description but not defined below under “Certain Definitions” have the meanings assigned to them in the Indenture. For purposes of this description, references to “the Company,” “we,” “our” and “us” refer only to Res-Care, Inc. and not to its subsidiaries. The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

The Company will issue the Notes under the Indenture (the “Indenture”) among itself, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The terms of the Notes include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Indenture is unlimited in aggregate principal amount, although the issuance of notes in this offering will be limited to $150 million. We may issue an unlimited principal amount of additional notes having identical terms and conditions as the Notes (the “Additional Notes”). We will only be permitted to issue such Additional Notes if at the time of such issuance, we are in compliance with the covenants contained in the Indenture. Any Additional Notes will be part of the same issue as the Notes that we are currently offering and will vote on all matters with the holders of the Notes.

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This description of notes is intended to be a useful overview of the material provisions of the Notes and the Indenture. Since this description of notes is only a summary, you should refer to the Indenture for a complete description of the obligations of the Company and your rights.

General

The notes. The Notes:

• are general unsecured, senior obligations of the Company;

• are limited to an aggregate principal amount of $150 million, subject to our ability to issue Additional Notes;

• mature on October 15, 2013;

• will be issued in denominations of $1,000 and integral multiples of $1,000;

• will be represented by one or more registered Notes in global form, but in certain circumstances may be represented by Notes in definitive form. See “Book-entry procedures for global notes;”

• rank equally in right of payment to any future senior Indebtedness of the Company, without giving effect to collateral arrangements;

• are unconditionally guaranteed on a senior basis by each Domestic Subsidiary of the Company. See “Subsidiary guarantees;” and

• are expected to be eligible for trading in the PORTAL market.

Interest. Interest on the Notes will compound semi-annually and:

• accrue at the rate of 7³/4% per annum;

• accrue from the date of original issuance or, if interest has already been paid, from the most recent interest payment date;

• be payable in cash semi-annually in arrears on April 15 and October 15, commencing on April 15, 2006;

• be payable to the holders of record on the April 1 and October 1 immediately preceding the related interest payment dates; and

• be computed on the basis of a 360-day year comprised of twelve 30-day months.

We also will pay additional interest to holders of the Notes if we fail to complete the Exchange Offer described in the Registration Rights Agreement within 180 days or if certain other conditions contained in the Registration Rights Agreement are not satisfied.

Payments on the notes; paying agent and registrar

We will pay principal of, premium, if any, and interest on the Notes at the office or agency designated by the Company in the Borough of Manhattan, The City of New York, except that we may, at our option, pay interest on the Notes by check mailed to holders of the Notes at their registered address as it appears in the Registrar’s books. We have initially designated the corporate trust office of the Trustee in New York, New York to act as our Paying Agent and Registrar. We may, however, change the Paying Agent or Registrar without prior notice to the holders of the Notes, and the Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

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We will pay principal of, premium, if any, and interest on, Notes in global form registered in the name of or held by The Depository Trust Company or its nominee in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such global Note.

Transfer and exchange

A holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of Notes, but the Company may require a holder to pay a sum sufficient to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The registered holder of a Note will be treated as the owner of it for all purposes.

Optional redemption

Except as described below, the Notes are not redeemable until October 15, 2009. On and after October 15, 2009, the Company may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable 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 twelve-month period beginning on October 15 of the years indicated below:

Year	Percentage
2009		103.875	%
2010		101.938	%
2011 and thereafter		100.000	%

Prior to October 15, 2008, the Company may on any one or more occasions redeem up to 35% of the original principal amount of the Notes with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest, if any, 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); provided that:

(1) at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and

(2) the redemption occurs within 90 days after the closing of such Equity Offering.

If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such record date, and no additional interest will be payable to holders whose Notes will be subject to redemption by the Company.

In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note.

In addition, at any time prior to October 15, 2009, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus the

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Applicable Premium plus accrued and unpaid interest, if any, 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).

“Applicable Premium” means, with respect to a Note at any redemption date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such Note at October 15, 2009 (such redemption price being described under “Optional redemption”) plus (2) all required interest payments due on such Note through October 15, 2009, excluding accrued but unpaid interest to the redemption date, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to October 15, 2009; provided, however, that if the period from the redemption date to October 15, 2009 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to October 15, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes.

The Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Ranking

The Notes will be general unsecured obligations of the Company that rank senior in right of payment to all existing and future Indebtedness that is expressly subordinated in right of payment to the Notes. The Notes will rank equally in right of payment with all existing and future liabilities of the Company that are not so subordinated and will be effectively subordinated to all of our secured Indebtedness (including the Senior Secured Credit Agreement) and liabilities of our Subsidiaries that do not guarantee the Notes. In the event of bankruptcy, liquidation, reorganization or other winding up of the Company or its Subsidiary Guarantors or upon a default in payment with respect to, or the acceleration of, any Indebtedness under the Senior Secured Credit Agreement or other Secured Indebtedness, the assets of the Company and its Subsidiary Guarantors that secure Secured Indebtedness will be available to pay obligations on the Notes and the Subsidiary Guarantees and other general unsecured obligations of the Company only after all Indebtedness under such Senior Secured Credit Agreement and other Secured Indebtedness has been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all the Notes and the Subsidiary Guarantees then outstanding. Assuming that we had completed this offering, the repayment of our existing term loan under our current senior credit facility and the repurchase of all our outstanding 10.625% Senior Notes and assuming the payment of expenses incurred in connection with these transactions (the “Transactions”), as of September 30, 2005:

• outstanding Indebtedness of the Company and the Subsidiary Guarantors would have been $156.9 million, $1.8 million of which would have been secured;

• Restricted Subsidiaries would have had $6.2 million of Indebtedness (excluding intercompany liabilities and Guarantees of the Senior Secured Credit Agreement and the Indenture); and

• Non-Guarantor Restricted Subsidiaries would have had no Indebtedness (excluding intercompany liabilities).

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Subsidiary guarantees

The Subsidiary Guarantors will, jointly and severally, unconditionally guarantee on a senior unsecured basis the Company’s obligations under the Notes and all obligations under the Indenture. Such Subsidiary Guarantors will agree to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable counsel fees and expenses) Incurred by the Trustee or the holders in enforcing any rights under the Subsidiary Guarantees. The obligations of the Subsidiary Guarantors under the Subsidiary Guarantees will rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is expressly subordinated to the obligations arising under the Subsidiary Guarantees.

All of the Company’s ninety-two (92) Domestic Subsidiaries will be Subsidiary Guarantors. Only two of our subsidiaries, ResCare Premier Canada, Inc., an Ontario corporation, and Middle East Training, LLC, a Jordanian limited liability company, which are our only foreign subsidiaries, are not Subsidiary Guarantors.

Assuming that we had completed the Transactions, as of September 30, 2005, outstanding Indebtedness of Subsidiary Guarantors would have been $6.2 million (excluding intercompany liabilities and Guarantees under the Senior Secured Credit Agreement and the Indenture), none of which would have been secured.

Although the Indenture will limit the amount of indebtedness that Restricted Subsidiaries may Incur, such indebtedness may be substantial.

The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

In the event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary of the Company, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if:

(1) the sale or other disposition is in compliance with the Indenture, including the covenants “—Limitation on sales of assets and subsidiary stock,” “—Limitation on sale of capital stock of restricted subsidiaries” and “—Merger and consolidation;” and

(2) all the obligations of such Subsidiary Guarantor under all Credit Facilities and related documentation and any other agreements relating to any other indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction.

In the event that a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of the Senior Secured Credit Agreement and all other Indebtedness of the Company and its Restricted Subsidiaries, then such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee as specified under the covenant “—Future subsidiary guarantors.”

In addition, a Subsidiary Guarantor will be released from its obligations under the Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of the Indenture or in connection with any legal defeasance of the Notes in accordance with the terms of the Indenture.

Change of control

If a Change of Control occurs, unless the Company has exercised its right to redeem all of the Notes as described under “Optional redemption,” each holder will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes 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).

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Within 30 days following any Change of Control, unless the Company has exercised its right to redeem all of the Notes as described under “Optional redemption,” the Company will mail a notice (the “Change of Control Offer”) to each holder, with a copy to the Trustee, stating:

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

(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); and

(3) the procedures determined by the Company, consistent with the Indenture, that a holder must follow in order to have its Notes repurchased.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The paying agent will promptly mail to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to holders who tender pursuant to the Change of Control Offer.

The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Prior to mailing a Change of Control Offer, and as a condition to such mailing (i) the requisite holders of each issue of Indebtedness issued under an indenture or other agreement that may be violated by such payment shall have consented to such Change of Control Offer being made and waived the event of default, if any, caused by the Change of Control or (ii) the Company will repay all outstanding Indebtedness issued under an indenture or other agreement that may be violated by a payment to the holders of Notes under a Change of Control Offer or the Company must offer to repay all such Indebtedness, and make payment to the holders of such Indebtedness that accept such offer, and obtain waivers of any event of default from the remaining holders of such Indebtedness. The Company covenants to effect such repayment or obtain such consent within 30 days following any Change of Control, it being a default of the Change of Control provisions of the Indenture if the Company fails to comply with such covenant. A default under the Indenture will result in a cross-default under the Senior Secured Credit Agreement.

The Company will not be required to make a Change of Control Offer upon 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

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Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under 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 the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue of its compliance.

The Company’s ability to repurchase Notes pursuant to a Change of Control Offer may be limited by a number of factors. The occurrence of certain of the events that constitute a Change of Control would constitute a default under the Senior Secured Credit Agreement. In addition, certain events that may constitute a change of control under the Senior Secured Credit Agreement and cause a default under that agreement may not constitute a Change of Control under the Indenture. Future Indebtedness of the Company and its Subsidiaries may also contain prohibitions of certain events that would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Company to repurchase the 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 the Company. Finally, the Company’s ability to pay cash to the holders upon a repurchase may be limited by the Company’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

Even if sufficient funds were otherwise available, the terms of the Senior Secured Credit Agreement will, and future Indebtedness may, prohibit the Company’s prepayment of Notes before their scheduled maturity. Consequently, if the Company is not able to prepay the Bank Indebtedness and any such other Indebtedness containing similar restrictions or obtain requisite consents, as described above, the Company will be unable to fulfill its repurchase obligations if holders of Notes exercise their repurchase rights following a Change of Control, resulting in a default under the Indenture. A default under the Indenture may result in a cross-default under the Senior Secured Credit Agreement.

The Change of Control provisions described above may deter certain mergers, tender offers and other takeover attempts involving the Company by increasing the capital required to effectuate such transactions. The definition of “Change of Control” includes a disposition of all or substantially all of the property and assets of the Company and its Restricted Subsidiaries taken as a whole to any Person other than a Permitted Holder or their Related Parties. 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 property or assets of a Person. 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.

Certain covenants

Limitation on indebtedness

The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company and the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date thereof:

(1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.00 to 1.00; and

(2) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence.

The first paragraph of this covenant will not prohibit the Incurrence of the following Indebtedness:

(1) Indebtedness of the Company and Guarantees of Restricted Subsidiaries Incurred pursuant to a Credit Facility in an aggregate principal amount up to $235.0 million less the aggregate principal amount of all principal repayments with

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the proceeds from Asset Dispositions utilized in accordance with clause 3(a) of “—Limitations on sales of assets and subsidiary stock” that permanently reduce the commitments thereunder;

(2) Guarantees by the Company or Subsidiary Guarantors of Indebtedness Incurred by the Company or a Subsidiary Guarantor in accordance with the provisions of the Indenture and Non-Guarantor Restricted Subsidiaries of Indebtedness Incurred by Non-Guarantor Restricted Subsidiaries in accordance with the provisions of the Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Subsidiary Guarantee, as the case may be;

(3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however,

(a) 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;

(b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and

(c) (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company

shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be.

(4) Indebtedness represented by (a) the Notes issued on the Issue Date, the Subsidiary Guarantees and the related exchange notes and exchange guarantees issued in a registered exchange offer pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9) and (10)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to the first paragraph of this covenant;

(5) Indebtedness of a Subsidiary Guarantor Incurred and outstanding on the date on which such Subsidiary Guarantor was acquired by, or merged into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary Guarantor became a Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving effect to the Incurrence of such Indebtedness pursuant to this clause (5);

(6) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness Incurred without violation of the Indenture; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodities;

(7) the Incurrence by the Company or any of its Subsidiary Guarantors of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Company or such Subsidiary Guarantor, and

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Attributable Indebtedness, in an aggregate principal amount, including all Refinancing Indebtedness Incurred to refund, defease, renew, extend, refinance or replace any Indebtedness Incurred pursuant to this clause (7), not to exceed the at any time outstanding the greater of (x) $15.0 million and 5% of Total Tangible Assets;

(8) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business including guarantees or obligations of the Company or any Restricted Subsidiary with respect to letters of credit supporting such Indebtedness;

(9) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five business days of Incurrence;

(11) Indebtedness of Subsidiaries that are not Subsidiary Guarantors in an amount of up to $20.0 million; and

(12) in addition to the items referred to in clauses (1) through (11) above, Indebtedness of the Company, the Restricted Subsidiaries and the Unrestricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed $20.0 million at any time outstanding.

The Company will not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor will Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Subsidiary Guarantor) may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Company. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this covenant:

(1) in the event that Indebtedness meets the criteria of more than one of the categories described in clauses (1) through (12) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and, with the exception of clause (1) of the second paragraph, may later classify such item of Indebtedness in any manner that complies with this covenant and only be required to include the amount and type of such Indebtedness in one of such clauses;

(2) all Indebtedness outstanding on the date of the Indenture under the Senior Secured Credit Agreement shall be deemed Incurred under clause (1) of the second paragraph of this covenant and not the first paragraph or clause (4) of the second paragraph of this covenant;

(3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(4) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included;

(5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory

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redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

(6) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and

(7) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP.

Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Indebtedness permitted under clause (11) above and Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this “Limitation on indebtedness” covenant, the Company shall be in Default of this covenant).

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on restricted payments

The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

(1) declare or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except:

(a) dividends or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company; and

(b) dividends or distributions payable to the Company or a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis);

(2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any direct or indirect parent of the Company held by Persons other than the Company or a Restricted Subsidiary (other than in exchange for Capital Stock of the Company (other than Disqualified Stock));

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(3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations or Guarantor Subordinated Obligations (other than (x) Indebtedness of the Company owing to and held by any Subsidiary Guarantor or Indebtedness of a Subsidiary Guarantor owing to and held by the Company or any other Subsidiary Guarantor permitted under clause (3) of the second paragraph of the covenant “—Limitation on indebtedness” or (y) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor 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 purchase, repurchase, redemption, defeasance or other acquisition or retirement); or

(4) make any Restricted Investment in any Person;

(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) shall be referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

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

(b) the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to the first paragraph under the “Limitation on indebtedness” covenant after giving effect, on a pro forma basis, to such Restricted Payment; or

(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date (excluding clauses (1), (2), (3), (4), (7), (8) and (9)) would exceed the sum of:

(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from the Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are in existence (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit);

(ii) 100% of the aggregate Net Cash Proceeds and the fair market value as determined in good faith by the Board of Directors of the Company of stock or other property received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) excluding in any event Net Cash Proceeds received by the Company from the issue and sale of its Capital Stock or capital contributions to the extent applied to redeem Notes in compliance with the provisions set forth under the second paragraph of the caption “—Optional redemption;”

(iii) the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair market value of any other property, distributed by the Company upon such conversion or exchange); and

(iv) the amount equal to the net reduction in Restricted Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from:

(A) repurchases or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary (other than for reimbursement of tax payments); or

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(B) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary,

which amount in each case under this clause (iv) was included in the calculation of the amount of Restricted Payments; provided, however, that no amount will be included under this clause (iv) to the extent it is already included in Consolidated Net Income.

The provisions of the preceding paragraph will not prohibit:

(1) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (c)(ii) of the preceding paragraph;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company or any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Guarantor Subordinated Obligations made by exchange for or out of the proceeds of the substantially concurrent sale of Guarantor Subordinated Obligations that, in each case, is permitted to be Incurred pursuant to the covenant described under “—Limitation on indebtedness” and that in each case constitutes Refinancing Indebtedness;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to the covenant described under “Limitation on indebtedness” and that in each case constitutes Refinancing Indebtedness;

(4) so long as no Default or Event of Default has occurred and is continuing, any purchase or redemption of Subordinated Obligations or Guarantor Subordinated Obligations of a Subsidiary Guarantor from Net Available Cash to the extent permitted under “—Limitation on sales of assets and subsidiary stock” below;

(5) dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this provision;

(6) so long as no Default or Event of Default has occurred and is continuing,

(a) the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of the Company or any Restricted Subsidiary or any parent of the Company held by any existing or former employees or management of the Company or any Subsidiary of the Company or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause will not exceed $5.0 million in the aggregate during any calendar year; and
(b) loans or advances to employees or directors of the Company or any Subsidiary of the Company the proceeds of which are used to purchase Capital Stock of the Company, in an aggregate amount not in excess of $3.0 million at any one time outstanding; provided, however, that the Company and its Subsidiaries shall comply in all material respects with the provisions of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith relating to such loans and advances;

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(7) so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company issued in accordance with the terms of the Indenture to the extent such dividends are included in the definition of “Consolidated Interest Expense;”

(8) repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price thereof;

(9) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (i) at a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to the “—Change of control” covenant or (ii) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to the “—Limitation on sales of assets and subsidiary stock” covenant; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset Disposition Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer;

(10) the purchase, repurchase, acquisition or redemption of the 10.625% Notes (including any prepayment penalties, premiums, fees (including consent fees) and expenses); and

(11) Restricted Payments in an amount not to exceed $30.0 million.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount and any non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Company acting in good faith whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated in good faith by the Board of Directors of the Company to exceed $1.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant “Restricted Payments” were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

Limitation on liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of Restricted Subsidiaries), whether owned on the date of the Indenture or acquired after that date, which Lien is securing any Indebtedness, unless contemporaneously with the Incurrence of such Liens effective provision is made to secure the Indebtedness due under the Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or senior in priority to in the case of Liens with respect to Subordinated Obligations or Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured by such Lien for so long as such Indebtedness is so secured.

Limitation on sale/leaseback transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board of Directors of the Company) of the property subject to such transaction;

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(2) the Company or such Restricted Subsidiary could have Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to the covenant described under “—Limitation on indebtedness;”

(3) the Company or such Restricted Subsidiary would be permitted to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Notes by the covenant described under “—Limitation on liens;” and

(4) the Sale/Leaseback Transaction is treated as an Asset Disposition and all of the conditions of the Indenture described under “—Limitation on sales of assets and subsidiary stock” (including the provisions concerning the application of Net Available Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback Transaction as Net Available Cash for purposes of such covenant.

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 consensual restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);

(2) make any loans or advances to the Company or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or

(3) transfer any of its property or assets to the Company or any Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above).

The preceding provisions will not prohibit:

(i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of the Indenture, including, without limitation, the Indenture, the Notes, the Exchange Notes, the Subsidiary Guarantees, the indenture for the 10.625% Notes, the 10.625% Notes and the related guarantees and the Senior Secured Credit Agreement (and related documentation) in effect on such date;

(ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds 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 or in contemplation of the transaction) and outstanding on such date provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired;

(iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect, taken as a whole, to the holders of the Notes than the encumbrances and restrictions contained in such agreements referred to in clauses (i) or (ii) of this paragraph on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable;

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(iv) in the case of clause (3) of the first paragraph of this covenant, any encumbrance or restriction:

(a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract;

(b) contained in mortgages, pledges or other security agreements permitted under the Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or

(c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;

(v) (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under the Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired;

(vi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(vii) any customary provisions in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business;

(viii) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(ix) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order;

(x) encumbrances or restrictions contained in indentures or debt instruments or other debt arrangements Incurred or Preferred Stock issued by Subsidiary Guarantors in accordance with “—Limitation on indebtedness,” that are not more restrictive, taken as a whole, than those applicable to the Company in either the Indenture or the Senior Secured Credit Agreement on the Issue Date (which results in encumbrances or restrictions comparable to those applicable to the Company at a Restricted Subsidiary level); and

(xi) encumbrances or restrictions contained in indentures or other debt instruments or debt arrangements Incurred or Preferred Stock issued by Restricted Subsidiaries that are not Subsidiary Guarantors subsequent to the Issue Date pursuant to clauses (5) and (12) of the second paragraph of the covenant “—Limitation on indebtedness,” by Restricted Subsidiaries, provided that after giving effect to such Incurrence of Indebtedness, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in the first paragraph of the covenant “—Limitation on indebtedness.”

Limitation on sales of assets and subsidiary stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (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 received in the Asset Disposition by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this paragraph (2), each of the following will be deemed to be cash:

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(a) Cash Equivalents;

(b) Short Term Investments;

(c) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

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

(e) any Designated Noncash Consideration the Fair Market Value of which, when taken together with all other Designated Noncash Consideration received pursuant to this clause (d) (and not subsequently converted into Cash Equivalents or Short Term Investments that are treated as Net Proceeds of an Asset Sale), does not exceed $30.0 million since the Issue Date, 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.

Notwithstanding the foregoing, the 75% limitation referred to in clause (2) above shall not apply to any Asset Disposition in which the cash, Cash Equivalents or Short Term Investments portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation.

(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be:

(a) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay or purchase Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; and
(b) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (a), to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by the Indenture.

Any Net Available Cash from Asset Dispositions that are not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366^th day after an Asset Disposition, if the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all holders of Notes and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer

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is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.

The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this covenant (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Notes validly tendered in response to the Asset Disposition Offer.

If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to holders who tender Notes pursuant to the Asset Disposition Offer.

On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this covenant and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering holder of Notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Note to such holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivered by the Company to the holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date.

For the purposes of this covenant, the following will be deemed to be cash:

(1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) above); and

(2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to the Indenture. 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 the Indenture by virtue of any conflict.

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Limitation on affiliate transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless:

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

(2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $3.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company and by a majority of the members of such Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in clause (1) above); and

(3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

The preceding paragraph will not apply to:

(1) any Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to the covenant described under “Limitation on restricted payments;”

(2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans, health plans, retirement plans or similar employee benefits plans and/or indemnity provided on behalf of officers and employees approved by the Board of Directors of the Company;

(3) loans or advances to employees, officers or directors in the ordinary course of business of the Company or any of its Restricted Subsidiaries but in any event not to exceed $3.0 million in the aggregate outstanding at any one time (without giving effect to the forgiveness of any such loan) with respect to all loans or advances made since the Issue Date; provided, however, that the Company and its Subsidiaries shall comply in all material respects with all provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith that would be applicable to an issuer with debt securities registered under the Securities Act relating to such loans and advances;

(4) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries and Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with “Certain covenants—Limitations on indebtedness;”

(5) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, directors of the Company or any Restricted Subsidiary;

(6) the existence of, and the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date and identified on a schedule to the Indenture on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted to the extent that its terms are not more disadvantageous to the holders of the Notes than the terms of the agreements in effect on the Issue Date;

(7) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Company and its Restricted Subsidiaries and otherwise in compliance with the

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terms of the Indenture; provided that in the reasonable determination of the members of the Board of Directors or senior management of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person;

(8) the payment of management, consulting and advisory fees and related expenses to Onex Partners Manager LP and its Affiliates; and

(9) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Company and the granting of registration and other customary rights in connection therewith.

Limitation on sale of capital stock of restricted subsidiaries

The Company will not, and will not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Voting Stock of any Restricted Subsidiary or, with respect to a Restricted Subsidiary, to issue any of the Voting Stock of a Restricted Subsidiary (other than, if necessary, shares of its Voting Stock constituting directors’ qualifying shares) to any Person except:

(1) to the Company or a Wholly-Owned Subsidiary; or

(2) in compliance with the covenant described under “—Limitation on sales of assets and subsidiary stock” and immediately after giving effect to such issuance or sale, such Restricted Subsidiary would continue to be a Restricted Subsidiary.

Notwithstanding the preceding paragraph, the Company and its Restricted Subsidiaries may sell all the Voting Stock of a Restricted Subsidiary as long as the Company or its Restricted Subsidiaries comply with the terms of the covenant described under “—Limitation on sales of assets and subsidiary stock.”

SEC reports

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file with the SEC, and make available to the Trustee and the registered holders of the Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the holders of the Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries.

In addition, the Company and the Subsidiary Guarantors have agreed that they will make available to the holders and to prospective investors, upon the request of such holders, the 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. For purposes of this covenant, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the holders of Notes as required by this covenant if it has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available.

The filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the

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exchange offer registration statement and/or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company’s reporting obligations set forth in the first three paragraphs of this covenant.

Merger and consolidation

The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

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

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

(3) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of the “Limitation on indebtedness” covenant;

(4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of the Indenture and the Notes and its obligations under the Registration Rights Agreement shall continue to be in effect; and

(5) 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 the Indenture.

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 predecessor Company will be released from its obligations under the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes.

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 “all or substantially all” of the property or assets of a Person.

Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with the preceding clause (5).

In addition, the Company will not permit any Subsidiary Guarantor to consolidate with, merge with or into any Person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than another Subsidiary Guarantor) unless:

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(1) (a) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (c) the Company will 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 the Indenture; and

(2) the transaction is made in compliance with the covenant described under “—Limitation on sales of assets and subsidiary stock,” “—Limitation on sale of capital stock of restricted subsidiaries” and this “—Merger and consolidation” covenant.

Future subsidiary guarantors

The Company will cause each Restricted Subsidiary that Guarantees, on the Issue Date or any time thereafter, any Indebtedness of the Company or any Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Notes on a senior basis and all other obligations under the Indenture. Notwithstanding the foregoing, in the event any Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under the covenant “—Limitation on indebtedness” unless such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the second paragraph of “—Limitation on indebtedness.”

The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Each Subsidiary Guarantee shall be released in accordance with the provisions of the Indenture described under “—Subsidiary guarantees.”

Limitation on lines of business

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Related Business.

Payments for consent

Neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fees or otherwise, to any holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Events of default

Each of the following is an Event of Default:

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(1) default in any payment of interest or additional interest (as required by the Registration Rights Agreement) on any Note when due, continued for 30 days;

(2) default in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(3) failure by the Company or any Subsidiary Guarantor to comply with its obligations under “Certain covenants—Merger and consolidation;”

(4) failure by the Company to comply for 30 days after notice as provided below with any of its obligations under the covenants described under “Change of control” above or under the covenants described under “Certain covenants” above (in each case, other than a failure to purchase Notes which will constitute an Event of Default under clause (2) above and other than a failure to comply with “Certain covenants—Merger and consolidation” which is covered by clause (3));

(5) failure by the Company to comply for 60 days after notice as provided below with its other agreements contained in the Indenture;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (“payment default”); or

(b) results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”);

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $20.0 million or more;

(7) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”);

(8) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the “judgment default provision”); or

(9) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee.

However, a default under clauses (4) and (5) of this paragraph will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified in clauses (4) and (5) of this paragraph after receipt of such notice.

If an Event of Default (other than an Event of Default described in clause (7) above) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium

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and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) under “Events of default” has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default described in clause (7) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.

Subject to the provisions of the Indenture relating to the duties of the Trustee, if 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 Indenture at the request or direction of any of the holders 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 may pursue any remedy with respect to the 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 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 of the request and the offer of security or indemnity; and

(5) the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is 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 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 Indenture provides that in the event an Event of Default has occurred and is continuing, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

The Indenture provides that if a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold notice if and so long as a committee of trust officers of the Trustee in good faith determines that withholding notice is in the interests of the holders. In addition, the Company is 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. The Company also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute certain Defaults, their status and what action the Company is taking or proposing to take in respect thereof.

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

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Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture or was required to repurchase the Notes, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to October 15, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to October 15, 2009, the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Amendments and waivers

Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the consent of the holders of a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each holder of an outstanding Note affected, no amendment, supplement or waiver may, among other things:

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

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

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

(4) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described above under “Optional redemption,” “Change of control,” or “Certain covenants—Limitation on Sales of Assets and Subsidiary Stock,” whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

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

(6) impair the right of any holder to receive payment of principal, premium, if any, 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 which require each holder’s consent or in the waiver provisions; or

(8) modify the Subsidiary Guarantees in any manner adverse to the holders of the Notes.

Notwithstanding the foregoing, without the consent of any holder, the Company, the Guarantors and the Trustee may amend the Indenture and the Notes to:

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

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

(3) 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) add Guarantees with respect to the Notes or release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary; provided, however, that the designation is in accord with the applicable provisions of the Indenture;

(5) secure the Notes;

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(6) add to the covenants of the Company for the benefit of the holders or surrender any right or power conferred upon the Company;

(7) make any change that does not adversely affect the rights of any holder;

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

(9) release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or the Indenture in accordance with the applicable provisions of the Indenture;

(10) provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; or

(11) provide for the issuance of exchange securities which shall have terms substantially identical in all respects to the Notes (except that the transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding Notes, as a single class of securities.

The consent of the holders is not necessary under the Indenture to approve the particular form of any proposed amendment or supplement. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any holder of Notes given in connection with a tender of such holder’s Notes will not be rendered invalid by such tender. After an amendment or supplement under the Indenture becomes effective, the Company is required to mail to the holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the holders, or any defect in the notice will not impair or affect the validity of the amendment or supplement.

Defeasance

The Company at any time may terminate all its obligations under the Notes and the 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. If the Company exercises its legal defeasance option, the Subsidiary Guarantees in effect at such time will terminate.

The Company at any time may terminate its obligations described under “Change of control” and under the covenants described under “Certain covenants” (other than “Merger and consolidation”), the operation of the cross-default upon a payment default, cross acceleration provisions, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision and the Subsidiary Guarantee provision described under “Events of default” above and the limitations contained in clause (3) under “Certain covenants—Merger and consolidation” above (“covenant defeasance”).

The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to the Notes. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) under “Events of default” above or because of the failure of the Company to comply with clause (3) under “Certain covenants—Merger and consolidation” above.

In order to exercise either defeasance option, the Company must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Notes 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 (subject to customary exceptions and exclusions) to the effect that holders of the Notes 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 amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. 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.

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No personal liability of directors, officers, employees and stockholders

No director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder 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 may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Concerning the trustee

Wells Fargo Bank, National Association is the Trustee under the Indenture and has been appointed by the Company as Registrar and Paying Agent with regard to the Notes.

Governing law

The Indenture provides that it and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

Certain definitions

“Acquired Indebtedness” means Indebtedness (i) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (i) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of the preceding sentence, on the date of consummation of such acquisition of assets.

“Additional Assets” means:

(1) any property, plant or equipment (excluding working capital for the avoidance of doubt) to be used by the Company or a Restricted Subsidiary 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 a Restricted Subsidiary; or

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

provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary 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; provided that exclusively for purposes of “Certain covenants—Limitation on affiliate transactions,” beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. “Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction. Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

(1) a disposition of assets by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary; provided that in the case of a sale by a Restricted Subsidiary to another Restricted Subsidiary,

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the Company directly or indirectly owns an equal or greater percentage of the Common Stock of the transferee than of the transferor;

(2) the sale of Cash Equivalents or Short Term Investments in the ordinary course of business;

(3) a disposition of inventory in the ordinary course of business;

(4) a disposition of obsolete or worn out equipment or equipment that is no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business;

(5) transactions permitted under “Certain covenants—Merger and consolidation;”

(6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Wholly-Owned Subsidiary;

(7) for purposes of “Certain covenants—Limitation on sales of assets and subsidiary stock” only, the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash, Cash Equivalents or Short Term Investments by the Company or its Restricted Subsidiaries) or a disposition subject to “Certain covenants—Limitation on restricted payments;”

(8) any transfer or series of related transfer that, but for this clause, would be Asset Dispositions, if after giving effect to such transfers, the aggregate fair market value of the assets transferred in such transaction or any such series of related transactions does not exceed $1.0 million;

(9) the creation of a Permitted Lien and dispositions in connection with Permitted Liens;

(10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(11) the issuance by a Restricted Subsidiary of Preferred Stock that is permitted by the covenant described under the caption “—Certain covenants—Limitation on indebtedness;”

(12) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries; and

(13) foreclosure on assets.

“Attributable Indebtedness” 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 transaction) 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), determined in accordance with GAAP; provided, however, that if such Sale/Leaseback Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligations.”

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, 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 such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (2) the sum of all such payments.

“Bank Indebtedness” means any and all amounts, whether outstanding on the Issue Date or Incurred after the Issue Date, payable by the Company under or in respect of the Senior Secured Credit Agreement and any related notes, collateral documents, letters of credit and guarantees and any Interest Rate Agreement entered into in connection with the Senior Secured Credit Agreement, including principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company at the rate specified therein whether or not a claim

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for post filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

“Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

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

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(2) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition of the United States (provided that the full faith and credit of the United States is pledged in support thereof) and, at the time of acquisition, having a credit rating of “A” or better from either Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.;

(3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Services, or “A” or the equivalent thereof by Moody’s Investors Service, Inc., and having combined capital and surplus in excess of $500 million;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and (3) entered into with any bank meeting the qualifications specified in clause (3) above;

(5) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Services or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and

(6) interests in any investment company or money market fund which invests 95% or more of its assets in instruments of the type specified in clauses (1) through (5) above.

“Change of Control” means:

(1) (A) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the

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Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this clause, such person or group shall be deemed to beneficially own any Voting Stock of the Company held by a parent entity, if such person or group “beneficially owns” (as defined above), directly or indirectly, more than 35% of the voting power of the Voting Stock of such parent entity); and (B) the Permitted Holders “beneficially own” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) than such other person or group and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of the Company or such successor (for the purposes of this clause, such other person or group shall be deemed to beneficially own any Voting Stock of a specified entity held by a parent entity, if such other person or group “beneficially owns” directly or indirectly, more than 35% of the voting power of the Voting Stock of such parent entity and the Permitted Holders “beneficially own” directly or indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity); or

(2) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder; or

(4) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.

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

“Commodity Agreement” means any commodity futures contract, commodity option or other similar agreement or arrangement entered into by the Company or any Restricted Subsidiary designed to protect the Company or any of its Restricted Subsidiaries against fluctuations in the price of commodities actually used in the ordinary course of business of the Company and its Restricted Subsidiaries.

“Common Stock” means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated Coverage Ratio” means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are in existence to (y) Consolidated Interest Expense for such four fiscal quarters, provided, however, that:

(1) if the Company or any Restricted Subsidiary:

(a) has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

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(b) has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;

(2) if since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Disposition or disposed of any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Disposition:

(a) the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated 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 the Consolidated EBITDA (if negative) directly attributable thereto for such period; and

(b) Consolidated Interest Expense for such period will 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);

(3) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary or is merged with or into the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(4) 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) will have Incurred any Indebtedness or discharged any Indebtedness, made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will 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 such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the Company, the interest rate shall be calculated by applying such optional rate chosen by the Company.

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

(1) Consolidated Interest Expense; plus

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(2) Consolidated Income Taxes; plus

(3) consolidated depreciation expense; plus

(4) consolidated amortization expense or impairment charges recorded in connection with the application of Financial Accounting Standard No. 142 “Goodwill and Other Intangibles” and Financial Accounting Standard No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets;” plus

(5) other non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation); plus

(6) the amount of management, consulting and advisory fees and related expenses to Onex Partners Manager LP and its Affiliates; less

(7) non-cash items increasing Consolidated Net Income of such Person for such period (excluding any items which represent the reversal of any accrual of, or reserve for, anticipated cash charges made in any prior period).

Notwithstanding the preceding sentence, clauses (2) through (7) relating to amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person and, to the extent the amounts set forth in clauses (2) through (7) are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, 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 that Restricted Subsidiary or its stockholders.

“Consolidated Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.
“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense:

(1) interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP and the interest component of any deferred payment obligations;

(2) amortization of debt discount and debt issuance cost (provided that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense);

(3) non-cash interest expense;

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

(5) the interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries;

(6) costs associated with Hedging Obligations (including amortization of fees) provided, however, that if Hedging Obligations result in net benefits rather than costs, such benefits shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income;

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(7) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;

(8) the product of (a) all dividends paid or payable, in cash, Cash Equivalents, Short Term Investments or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or on Preferred Stock of its Restricted Subsidiaries that are not Subsidiary Guarantors payable to a party other than the Company or a Wholly-Owned Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; 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 and its Restricted Subsidiaries) in connection with Indebtedness Incurred by such plan or trust.

For the purpose of calculating the Consolidated Coverage Ratio in connection with the Incurrence of any Indebtedness described in the final paragraph of the definition of “Indebtedness,” the calculation of Consolidated Interest Expense shall include all interest expense (including any amounts described in clauses (1) through (9) above) relating to any Indebtedness of the Company or any Restricted Subsidiary described in the final paragraph of the definition of “Indebtedness.”

For purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by the Company and its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of the Company. Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges Incurred in connection with any transaction pursuant to which the Company or its Restricted Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense.

“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries determined in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:

(1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that:

(a) subject to the limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Person for such period will 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 to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

(b) the Company’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will 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 (but not loss) of any Restricted Subsidiary if such 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 limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period will 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 (subject, in the case of a dividend 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 will be included in determining such Consolidated Net Income;

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(3) any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of the Company or its consolidated Restricted Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(4) any extraordinary gain or loss;

(5) any premium or fees arising in connection with the delivery of the Notes and the Senior Secured Credit Agreement and any non-cash charges associated with the repayment of the 10.625% Notes and the repayment of our existing term loan under our existing senior credit facility; and

(6) the cumulative effect of a change in accounting principles.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who: (1) was a member of such Board of Directors on the date of the Indenture; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Credit Facility” means, with respect to the Company or any Subsidiary Guarantor, one or more debt facilities (including, without limitation, the Senior Secured Credit Agreement or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under the original Senior Secured Credit Agreement or any other credit or other agreement or indenture).

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a party or a beneficiary.

“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 the fair market value of any non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Disposition that is designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash, Cash Equivalents or Short Term Investments received in connection with a sale of such Designated Noncash Consideration.

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

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary); or

(3) is redeemable at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the date that is 91 days after the earlier of the date (a) of the Stated Maturity of the Notes or (b) on which there are no Notes outstanding, provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially identical manner to the corresponding definitions in the Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Company may not repurchase or redeem any such

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Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company with the provisions of the Indenture described under the captions “Change of control” and “Limitation on sales of assets and subsidiary stock” and such repurchase or redemption complies with “Certain covenants—Limitation on restricted payments.”

“Domestic Subsidiary” means any Restricted Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

“Equity Offering” means a public offering for cash by the Company of its Common Stock, or options, warrants or rights with respect to its Common Stock, other than (x) public offerings with respect to the Company’s Common Stock, or options, warrants or rights, registered on Form S-4 or S-8, (y) an issuance to any Subsidiary or (z) any offering of Common Stock issued in connection with a transaction that constitutes a Change of Control.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the date of the Indenture, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the Indenture will be computed in conformity with GAAP.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other 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 other Person (whether arising by virtue of partnership arrangements, or by agreement 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 purposes 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” will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor Pari Passu Indebtedness” means Indebtedness of a Subsidiary Guarantor that ranks equally in right of payment to its Subsidiary Guarantee.

“Guarantor Subordinated Obligation” means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

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

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

“Incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.

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

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

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(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) the principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of Incurrence);

(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto;

(5) Capitalized Lease Obligations and all Attributable Indebtedness of such Person;

(6) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary that is not a Subsidiary Guarantor, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;

(8) the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and

(9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time).

The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to pre-fund the payment of interest on such Indebtedness shall not be deemed to be “Indebtedness” provided that such money is held to secure the payment of such interest.

In addition, “Indebtedness” of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if:

(1) such Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a “Joint Venture”);

(2) such Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a “General Partner”); and

(3) there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person; and then such Indebtedness shall be included in an amount not to exceed:

(a) the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or

(b) if less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount.

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“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) 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 and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:

(1) Hedging Obligations entered into in the ordinary course of business and in compliance with the Indenture;

(2) endorsements of negotiable instruments and documents in the ordinary course of business; and

(3) an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Company.

For purposes of “Certain covenants—Limitation on restricted payments,”

(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in 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 (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s Investors Service, Inc. and BBB- (or the equivalent) by Standard & Poor’s Ratings Services, in each case, with a stable or better outlook.

“Issue Date” means October 3 , 2005.

“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).

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net 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 the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;

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(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 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 Subsidiaries or joint ventures as a result of such Asset Disposition; and

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

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is not a Subsidiary Guarantor.

“Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of the Company or its Restricted Subsidiaries.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company. Officer of any Subsidiary Guarantor has a correlative meaning.

“Officers’ Certificate” means a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company.

“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.

“Pari Passu Indebtedness” means Indebtedness that ranks equally in right of payment to the Notes.

“Permitted Holders” means Onex Corporation and any Affiliate or Related Person thereof.

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

(1) a Restricted Subsidiary or a Person which 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;

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(3) cash, Cash Equivalents and Short Term Investments;

(4) receivables owing to the Company or any Restricted Subsidiary 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 employees (other than executive officers) of the Company and its Restricted Subsidiaries made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary in an aggregate amount at any one time outstanding not to exceed $3.0 million (loans or advances that are forgiven shall continue to be deemed outstanding); provided, further that the Company and its Subsidiaries shall comply in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith relating to such loans and advances;

(7) Capital 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 or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;

(8) Investments made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with “Certain covenants—Limitation on sales of assets and subsidiary stock;”

(9) Investments in existence on the Issue Date;

(10) Currency Agreements, Interest Rate Agreements, Commodity Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with “Certain covenants—Limitation on indebtedness;”

(11) Investments by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this clause (11), in an aggregate amount at the time of such Investment not to exceed $20.0 million outstanding at any one time (with the fair market value of such Investment being measured at the time made and without giving effect to subsequent changes in value); and

(12) Guarantees issued in accordance with “Certain covenants—Limitations on indebtedness.”

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

(1) Liens securing Indebtedness and other obligations under the Senior Secured Credit Agreement and related Hedging Obligations and liens on assets of Restricted Subsidiaries securing Guarantees of Indebtedness and other obligations of the Company under the Senior Secured Credit Agreement permitted to be Incurred under the Indenture under the provisions described in clause (1) of the second paragraph under “Certain covenants—Limitation on indebtedness”);

(2) pledges or deposits by such Person under workmen’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, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s and repairmen’s Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;

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(4) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(5) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances 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;

(6) encumbrances, ground leases, 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, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties 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;

(7) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligation;

(8) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

(9) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(10) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, purchase money obligations or other payments Incurred to finance the acquisition, lease, improvement or construction of, assets or property acquired or constructed in the ordinary course of business provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under the Indenture and does not exceed the cost of the assets or property so acquired or constructed; and

(b) such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;

(11) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided 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;

(12) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(13) Liens existing on the Issue Date;

(14) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of,

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such other Person becoming a Restricted Subsidiary; provided further, however, that any such Lien may not extend to any other property owned by the Company or any Restricted Subsidiary;

(15) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(16) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;

(17) Liens securing the Notes and Subsidiary Guarantees;

(18) Liens securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness that was previously so secured pursuant to clauses (10), (13), (14), (15) and (17), provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

(19) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease; and

(20) Liens securing Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations) in an aggregate principal amount outstanding at any one time not to exceed 10% of Total Tangible Assets.

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

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

“Rating Agencies” means Standard & Poor’s Ratings Group, Inc. and Moody’s Investors Service, Inc. or if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both, as the case may be.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances,” and “refinanced” shall have a correlative meaning) any Indebtedness existing on the date of the Indenture or Incurred in compliance with the Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, provided, however, that:

(1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes;

(2) the 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;

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(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees Incurred in connection therewith); and

(4) if the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Subsidiary Guarantee on terms at least as favorable to the holders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Registration Rights Agreement” means that certain registration rights agreement dated as of the date of the Indenture by and among the Company, the Subsidiary Guarantors and the initial purchasers set forth therein and, with respect to any Additional Notes, one or more substantially similar registration rights agreements among the Company and the other parties thereto, as such agreements may be amended from time to time.

“Related Business” means any business which is the same as or related, ancillary or complementary to any of the businesses of the Company and its Restricted Subsidiaries on the date of the Indenture.

“Related Person” with respect to any Permitted Holder means:

(1) any controlling stockholder or a majority (or more) owned Subsidiary of such Permitted Holder or, in the case of an individual, any spouse or immediate family member of such Permitted Holder, any trust created for the benefit of such individual or such individual’s estate, executor, administrator, committee or beneficiaries; or

(2) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a majority (or more) controlling interest of which consist of such Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1).

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired 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.

“SEC” means the United States Securities and Exchange Commission.

“Senior Secured Credit Agreement” means the Credit Agreement to be entered into among the Company, J.P. Morgan Securities Inc., as lead arranger and bookrunner and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders parties thereto from time to time, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including increasing the amount loaned thereunder provided that such additional Indebtedness is Incurred in accordance with the covenant described under “—Limitation on indebtedness”); provided that a Senior Secured Credit Agreement shall not (x) include Indebtedness issued, created or Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A or Regulation S) pursuant to an exemption from the registration requirements of the Securities Act or (y) relate to Indebtedness that does not consist exclusively of Pari Passu Indebtedness or Guarantor Pari Passu Indebtedness.

“Short Term Investments” means marketable short term investments maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from either Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.

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“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.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligation” means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is subordinated or junior in right of payment to the Notes pursuant to a written agreement.

“Subsidiary” of any Person means (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or persons performing similar functions) or (b) any partnership, joint venture limited liability company or similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), 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. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company.

“Subsidiary Guarantee” means, individually, any Guarantee of payment of the Notes and exchange notes issued in a registered exchange offer pursuant to the Registration Rights Agreement by a Subsidiary Guarantor pursuant to the terms of the Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed by the Indenture.

“Subsidiary Guarantor” means each Restricted Subsidiary in existence on the Issue Date that provides a Subsidiary Guarantee on the Issue Date (and any other Restricted Subsidiary that provides a Subsidiary Guarantee in accordance with the Indenture); provided that upon release or discharge of such Restricted Subsidiary from its Subsidiary Guarantee in accordance with the Indenture, such Restricted Subsidiary ceases to be a Subsidiary Guarantor.

“10.625% Notes” means the senior notes of the Company due 2008.

“Total Tangible Assets” means the total consolidated assets, less applicable depreciation, amortization and other valuation reserves and less all goodwill, trade names, trademarks, patents, unamortized debt discount and other intangibles, of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company prepared in conformity with GAAP.

“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 of the Company in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if:

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;

(2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt;

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(3) such designation and the Investment of the Company in such Subsidiary complies with “Certain covenants—Limitation on restricted payments;”

(4) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Company and its Subsidiaries;

(5) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation:

(a) to subscribe for additional Capital Stock of such Person; or

(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(6) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date.

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Company could Incur at least $1.00 of additional Indebtedness under the first paragraph of the “Limitation on indebtedness” covenant on a pro forma basis taking into account such designation.

“U.S. Government Obligations” means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors, managers or trustees, as applicable.

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

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Book-entry procedures for global notes

The global notes

The notes will be issued in the form of several registered notes in global form, without interest coupons (the “global notes”), as follows:

• notes sold to qualified institutional buyers under Rule 144A will be represented by the Rule 144A global note;

• notes sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be represented by the Regulation S global note; and

• any notes sold in the secondary market to institutional accredited investors will be represented by the Institutional Accredited Investor global note.

Upon issuance, each of the global notes will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Beneficial interests in the Regulation S global note will initially be credited within DTC to Euroclear S.A./N.V. and Clearstream Banking, société anonyme, on behalf of the owners of such interests.

Investors may hold their interests in the Regulation S global note directly through Euroclear or Clearstream, if they are participants in those systems, or indirectly through organizations that are participants in those systems. Investors may also hold their interests in the Regulation S global note through organizations other than Euroclear or Clearstream that are DTC participants. Each of Euroclear and Clearstream will appoint a DTC participant to act as its depositary for the interests in the Regulation S global note that are held within DTC for the account of each settlement system on behalf of its participants.

Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Exchanges among the global notes

The Distribution Compliance Period will begin on the closing date and end 40 days after the closing date. During the Distribution Compliance Period, beneficial interests in the Regulation S global note may be transferred only to non-U.S. persons under Regulation S, qualified institutional buyers under Rule 144A or institutional accredited investors.

Beneficial interests in one global note may generally be exchanged for interests in another global note. Depending on whether the transfer is being made during or after the Distribution Compliance Period, and to which global note the transfer is being made, the Trustee may require the seller to provide certain written certifications in the form provided in the indenture. In addition, in the case of a transfer of interests to the Institutional Accredited Investor global note, the Trustee may require the buyer to deliver a representation letter in the form provided in the indenture that states, among other things, that the buyer is not acquiring notes with a view to distributing them in violation of the Securities Act.

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A beneficial interest in a global note that is transferred to a person who takes delivery through another global note will, upon transfer, become subject to any transfer restrictions and other procedures applicable to beneficial interests in the other global note.

Book-entry procedures for the global notes

All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by DTC and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it 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 State 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 under Section 17A of the Securities Exchange Act of 1934, as amended.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

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Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days;

• we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

REGISTRATION RIGHTS

     This section is a summary and it does not describe every aspect of the Registration Rights Agreement. We urge you to read the entire Registration Rights Agreement because it, and not this description, defines your rights as holders of the old notes.

     ResCare, the Guarantors and the Initial Purchasers entered into the registration rights agreement in connection with the private offering of the old notes. Pursuant to the registration rights agreement, we are offering to holders of transfer restricted securities who are able to make certain representations the opportunity to exchange their transfer restricted securities for exchange notes. Furthermore, we and the Guarantors agreed to use reasonable best efforts to:

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• file a registration statement covering an offer to holders to exchange their old notes for a like principal amount of exchange notes;

• commence the exchange offer promptly after the registration statement becomes effective;

• complete the exchange offer within 60 days; and

• have the registration statement remain effective until 180 days after the closing of the exchange offer.

     Under the registration rights agreement, our obligations to register the new notes will terminate upon the completion of the exchange offer. However, the SEC interpretations referred to above may be subject to change, hindering our ability to complete the exchange offer. If:

• any changes in applicable law or the applicable interpretations of the staff of the SEC do not permit us to conduct the exchange offer;

• for any other reason the exchange offer is not completed by April 3, 2006;

• requested by the initial purchasers of old notes in connection with an offer or sale of old notes not eligible to be exchanged for exchange notes in the exchange offer,

then, we and the Guarantors will, at our cost:

• as promptly as practicable after such filing obligation arises, use our reasonable best efforts to file a shelf registration statement covering resales of the old notes or exchange notes held by initial purchasers, as applicable;

• use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act; and

• use our reasonable best efforts to keep effective the shelf registration until the earlier of two years after its effective date, or the date on which all of the notes to be sold pursuant to such shelf registration have been sold.

     If we file a shelf registration statement, we will provide you copies of the prospectus that is a part of the shelf registration statement, notify you when the shelf registration statement for the old notes has become effective and take other actions as are required to permit unrestricted resales of the old notes. A holder of old notes that sells the old notes pursuant to the shelf registration statement generally will be:

• required to be named as a selling security holder in the related prospectus and deliver a prospectus to purchasers;

• subject to certain of the civil liability provisions under the Securities Act in connection with the sales; and

• bound by the provisions of the registration rights agreement that are applicable to such a holder, including indemnification obligations.

     In addition, each holder of the old notes will be required to deliver information to be used in connection with the shelf registration statement and to provide any comments on the shelf registration statement within the time periods described in the registration rights agreement in order to have their old notes included in the shelf registration statement and to benefit from the provisions regarding liquidated damages described below.

     If any of the following (each a “registration default”) occurs:

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• the exchange offer is not completed on or before April 3, 2006; or

• the shelf registration statement, if required to be filed by us, is not declared effective on or before April 3, 2006;

the interest rate borne by the old notes will increase by 0.25% per annum upon the occurrence of such an event. This rate will continue to increase by 0.25% per annum with respect to each 90 day period that the liquidated damages (as defined below) continue to accrue in any such circumstance. However, the maximum total increase in the interest rate will in no event exceed one percent (1.00%) per year. If the shelf registration statement required to be filed is filed and declared effective but thereafter ceases to be effective or usable for more than 30 days in any 12-month period, then the interest rate on the notes covered by the shelf registration statement will increase by one percent (1.00%) per year. We refer to these increases in the interest rate on the old notes as “liquidated damages.” Such interest is payable in addition to any other interest payable from time to time with respect to the old notes and the exchange notes in cash on each interest payment date to the holders of record for such interest payment date. After the cure of registration defaults, the accrual of liquidated damages will stop and the interest rate will revert to the original rate.

     We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old notes, by giving oral or written notice of such extension to the exchange agent and notice of such extension to the holders as described below. During any such extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof as promptly as practicable after the expiration or termination of the exchange offer.

     We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if certain conditions shall have occurred and shall not have been waived by us, if such conditions are permitted to be waived by us.

     We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old notes as promptly as practicable. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders and we will extend the exchange offer to the extent required by law.

     As described elsewhere in this prospectus, holders of old notes are required to make certain representations to us in order to participate in the exchange offer and will be required to deliver certain information to be used in connection with any shelf registration statement within the time period set forth in the registration rights agreement in order to have their old notes included in any shelf registration statement and benefit from the provisions regarding liquidated damages set forth above. By acquiring transfer restricted securities, a holder will be deemed to have agreed to indemnify us and the Guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any shelf registration statement. Holders of old notes will also be required to suspend their use of the prospectus included in the shelf registration statement under certain circumstances upon receipt of written notice to that effect from us.

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IRS CIRCULAR 230 DISCLAIMER

To ensure compliance with Internal Revenue Service Circular 230, prospective investors are hereby notified that any discussion of tax matters set forth in this prospectus was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any prospective investor, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each prospective investor should seek advice based on its particular circumstances from an independent tax advisor.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material United States federal income tax consequences of the exchange, as well as the ownership and disposition of the notes to purchasers and beneficial owners of notes who are United States Holders or Foreign Holders (each as defined below) but does not purport to be a complete analysis of all potential tax considerations. This discussion is based on currently existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. We have not sought any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with our statements and conclusions. This discussion addresses only persons who purchase the notes in the original offering at their initial offering price and hold the notes as capital assets within the meaning of section 1221 of the Code. This discussion does not address the tax consequences to persons who hold the notes through a partnership or similar pass-through entity. Moreover, this discussion is for general information only and does not address all of the tax consequences that may be relevant to particular purchasers of notes in light of their personal circumstances or status or to certain types of purchasers (such as certain financial institutions, insurance companies, tax-exempt entities, dealers in securities or currencies, persons liable for alternative minimum tax, traders in securities that elect to use the mark-to-market method of accounting for their securities, persons with a functional currency other than the U.S. dollar, former citizens and long-term residents of the United States or persons who have hedged the risk of owning a note) or the effect of any applicable estate, state, local or foreign tax laws.

EACH PROSPECTIVE PURCHASER IS URGED TO CONSULT ITS OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE APPLICABILITY OF ANY FEDERAL TAX LAWS OR ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND ANY CHANGES (OR PROPOSED CHANGES) IN APPLICABLE TAX LAWS OR INTERPRETATIONS THEREOF.

United States Federal Income Tax Consequences of the Exchange

The exchange of notes for exchange notes in the exchange offer will not be treated as an “exchange” for federal income tax purposes because the exchange notes do not differ materially in kind or extent from the notes. Accordingly:

• holders will not recognize taxable gain or loss upon the receipt of the exchange notes in exchange for notes in the exchange offer;

• the holding period for an exchange note received in the exchange offer will include the holding period of the note surrendered in exchange therefor; and

• the adjusted tax basis of an exchange note immediately after the exchange will be the same as the adjusted tax basis of the note surrendered in exchange therefor.

United States Federal Income Taxation of United States Holders

As used herein, the term “United States Holder” means a holder of a note that is, for United States federal income tax purposes, (a) an individual citizen or resident of the United States, (b) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof, (c) an estate the income of which is subject to United States federal income taxation regardless of its source or (d) a trust if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or

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more U.S. persons have authority to control all substantial decisions of the trust or (ii) the trust has elected to be treated as a United States Holder pursuant to applicable Treasury regulations.

Payment of Interest

A United States Holder will be required to include in gross income interest on a note at the time that such interest accrues or is received, in accordance with the United States Holder’s regular method of accounting for United States federal income tax purposes.

Sale, Exchange or Retirement of the Notes

Upon the sale, exchange, redemption, retirement at maturity or other disposition of a note, a United States Holder generally will recognize taxable gain or loss equal to the difference between the sum of cash plus the fair market value of all other property received on such disposition (except to the extent such cash or property is attributable to accrued interest not previously included in income, which amount will be taxable as ordinary income) and such United States Holder’s adjusted tax basis in the note. A United States Holder’s adjusted tax basis in a note generally will equal the cost of the note to such United States Holder.

Gain or loss recognized on the disposition of a note generally will be capital gain or loss (subject to the market discount rules discussed above) and will be long-term capital gain or loss if, at the time of such disposition, the United States Holder’s holding period for the note is more than one year. The deduction of capital losses is subject to certain limitations. United States Holders of notes should consult tax advisors regarding the treatment of capital gains and losses.

A United States Holder that sells a note between interest payment dates will be required to treat as ordinary interest income an amount equal to the interest that has accrued through the date of sale to the extent such interest has not been previously included in income.

Backup Withholding and Information Reporting

Backup withholding and information reporting requirements may apply to certain payments (“reportable payments”) of principal and interest on a note, and to proceeds of the sale or redemption of a note before maturity. We, our agent, a broker, the Trustee or any paying agent, as the case may be, may be required to withhold from any reportable payment that is subject to backup withholding a tax currently equal to 28% of such payment if, among other things, a United States Holder fails to furnish his taxpayer identification number (social security or employer identification number), certify that such number is correct, certify that such holder is not subject to backup withholding or otherwise comply with the applicable requirements of the backup withholding rules. Certain United States Holders, including all corporations, are not subject to backup withholding and information reporting requirements for payments made in respect of the notes. Any amounts withheld under the backup withholding rules from a reportable payment to a United States Holder will be allowed as a credit against such United States Holder’s United States federal income tax and may entitle the holder to a refund, provided that the required information is furnished to the IRS.

The amount of any reportable payments, including interest, made to the record United States Holders of notes (other than to holders which are exempt recipients) and the amount of tax withheld, if any, with respect to such payments will be reported to such United States Holders and to the IRS for each calendar year.

Additional Interest

It is possible that the IRS could assert that the additional interest which we would be obliged to pay if the exchange offer registration statement is not filed or declared effective within the applicable time periods (or certain other actions are not taken), as described above under the heading is the same as the “Exchange Offer; registration rights” of the Offering Memorandum is a “contingent payment.” In that case, the notes may be treated as contingent payment debt instruments for United States federal income tax purposes, thereby causing the timing, amount of income included and character of income recognized to possibly differ from the consequences discussed herein. However, the Treasury regulations regarding debt instruments that provide for one or more contingent payments state that, for purposes of determining whether a debt instrument is a contingent payment debt instrument, contingencies which are remote or incidental as of the issue date are

77

ignored. We believe that, as of the issue date, the likelihood of our paying additional interest is remote and, accordingly, we do not intend to treat the notes as contingent payment debt instruments. Such determination by us is binding on all United States Holders unless a United States Holder discloses its differing position in a statement attached to its timely filed United States federal income tax return for the taxable year during which a note was acquired. Our determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a United States Holder might be required to accrue income on its notes in excess of stated interest and to treat as ordinary income (rather than capital gain) any income realized on the taxable disposition of a note before the resolution of the contingencies. If a contingency occurs, it could affect the timing, amount and character of the income recognized by a United States Holder.

Redemption

In the event of a change of control (as defined in the indenture), holders of the notes will have the right to require us to purchase their notes. Applicable Treasury regulations provide that the right of holders of the notes to require redemption of the notes upon the occurrence of a change of control will not affect the yield to maturity of the notes if the likelihood of occurrence, as of the date the notes are issued, is remote or incidental. We intend to take the position that the likelihood of a repurchase as a result of a change of control is remote or incidental under applicable Treasury regulations and, thus, do not intend to treat this possibility as affecting the yield to maturity of the notes (for purposes of the original issue discount provisions of the Code).

United States Federal Income Taxation of Foreign Holders

As used herein, the term “Foreign Holder” means a holder of a note that is, for United States federal income tax purposes, not a United States Holder, as defined above, a partnership, or a former citizen or long-term resident of the United States, as defined in section 877 of the Code.

Payment of Interest on Notes

In general, payments of interest received by a Foreign Holder will not be subject to a United States federal withholding tax, provided that (a)(i) the Foreign Holder does not actually or constructively own 10% or more of the total combined voting power of all of our classes of stock entitled to vote, (ii) the Foreign Holder is not a controlled foreign corporation that is related to us actually or constructively through stock ownership, (iii) the Foreign Holder is not a bank receiving interest described in section 881(c)(3)(A) of the Code, and (iv) either (A) the beneficial owner of the note, under penalties of perjury, provides us or our agent with such beneficial owner’s name and address and certifies on IRS Form W-8BEN (or a suitable substitute form) that it is not a United States Holder or (B) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business (a “financial institution”) holds the note and provides a statement to us or our agent under penalties of perjury in which it certifies that such an IRS Form W-8BEN (or a suitable substitute) has been received by it from the beneficial owner of the note or qualifying intermediary and furnishes us or our agent a copy thereof or (b) under certain circumstances, if the interest is effectively connected to a United States trade or business as described below or the Foreign Holder is entitled to the benefits of an income tax treaty under which interest on the notes is exempt from United States withholding tax and the Foreign Holder or such Foreign Holder’s agent provides a properly executed IRS Form W-8BEN claiming the exemption. Payments of interest not exempt from United States federal withholding tax as described above will be subject to such withholding tax at the rate of 30% (subject to reduction under an applicable income tax treaty). Certain Foreign Holders who claim benefits of a treaty may be required in certain circumstances to obtain a taxpayer identification number and to provide certain documentary evidence issued by foreign governmental authorities to establish residence in a foreign country. Special procedures apply to payments through intermediaries.

Additional Interest

We believe that the possibility of additional interest is remote and, accordingly, we do not intend to treat the notes as contingent payment debt instruments for United States federal income tax purposes. This discussion assumes that the notes will not be treated as contingent payment debt instruments for United States federal income tax purposes. See “—United States Federal Income Taxation of United States Holders—Additional Interest.”

78

Sale, Exchange or Retirement of the Notes

A Foreign Holder generally will not be subject to United States federal income tax (and generally no tax will be withheld) with respect to gain realized on the sale, exchange, redemption, retirement at maturity or other disposition of a note (including any gain representing accrued market discount) unless (a) the Foreign Holder is an individual who is present in the United States for a period or periods aggregating 183 or more days in the taxable year of the disposition and, generally, either has a “tax home” or an “office or other fixed place of business” in the United States or (b) the gain is effectively connected with a United States trade or business of the Foreign Holder (as described below under “—United States Federal Income Taxation of Foreign Holders—United States Trade or Business”).

United States Trade or Business

If interest or gain from a disposition of the notes is effectively connected with a Foreign Holder’s conduct of a United States trade or business and, if an income tax treaty applies and the Foreign Holder maintains a United States “permanent establishment” to which the interest or gain is attributable, the Foreign Holder generally will be subject to United States federal income tax on the interest or gain on a net basis in the same manner as if it were a United States Holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided, generally IRS Form W-8ECI). A foreign corporation that is a holder of a note may also be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a note or gain realized on the disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

Backup Withholding and Information Reporting

Generally, we must report to the IRS and to each Foreign Holder the amount of interest paid to such Foreign Holder and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which the Foreign Holder resides under the provisions of an applicable income tax treaty.

Backup withholding requirements do not apply to payments of interest made by us or a paying agent to Foreign Holders if the certification described above under “—United States Federal Income Taxation of Foreign Holders—Payment of Interest on Notes” is received, provided that the payor does not have actual knowledge or reason to know that the holder is a United States Holder. If any payments of principal and interest are made to the beneficial owner of a note by or through the foreign office of a foreign custodian, foreign nominee or other foreign agent of such beneficial owner, or if the foreign office of a foreign “broker” (as defined in applicable Treasury regulations) pays the proceeds of the sale of a note to the seller thereof, backup withholding and information reporting will not apply. Information reporting requirements (but not backup withholding) will apply, however, to a payment by a foreign office of a broker that is (a) a United States person, (b) a foreign person that derives 50%, or more of its gross income for certain periods from the conduct of a trade or business in the United States, (c) a controlled foreign corporation (generally, a foreign corporation controlled by certain United States shareholders) with respect to the United States, or (d) a foreign partnership with certain connections to the United States, unless the broker has documentary evidence in its records that the holder is a Foreign Holder and certain other conditions are met or the holder otherwise establishes an exemption. Payment by a United States office of a broker is subject to both backup withholding and information reporting unless the holder certifies under penalties of perjury that it is a Foreign Holder or otherwise establishes an exemption.

Foreign Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current Treasury regulations. In this regard, the current Treasury regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reason to know that the certification is false. Any amounts withheld under the backup withholding rules from a payment to a Foreign Holder will be allowed as a credit against such Foreign Holder’s United States federal income tax and may entitle the holder to a refund, provided that the required information is furnished to the IRS.

79

PLAN OF DISTRIBUTION

     Any broker-dealer who holds old notes that were acquired for its account as a result of market-making activities or other trading activities (other than old notes acquired directly from us or any of our affiliates) may participate in the exchange offer. Each participating 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 participating broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, until 180 days after the completion of the exchange offer, or until all transfer restricted securities covered by the exchange offer registration statement have been sold, whichever period is shorter, we will make this prospectus as it may be amended or supplemented, available to any participating broker-dealer for use in connection with any such resale.

     We will not receive any proceeds from any sale of exchange notes by participating broker-dealers.

     Exchange notes received by participating 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 participating broker-dealer or the purchasers of any such exchange 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. 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 old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

     Up until 180 days after the completion of the exchange offer, or until all transfer restricted securities covered by the exchange offer registration statement have been sold, whichever is earlier, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the old notes, other than commissions and concessions of any participating broker-dealer and will indemnify the holders of the old notes, including any participating broker-dealers, against certain liabilities, including liabilities under the Securities Act.

80

LEGAL MATTERS

     Certain legal matters in connection with the notes offered hereby will be passed upon for us by Frost Brown Todd LLC, Louisville, Kentucky.

EXPERTS

     The consolidated financial statements and related financial statement schedule of Res-Care, Inc. and its subsidiaries as of December 31, 2004 and 2003 and for each of the years in the three year period ended December 31, 2004, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, have been included or incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, included or incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

81

     NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION TO OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO EXCHANGE OLD NOTES ONLY FOR THE EXCHANGE NOTES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.

TABLE OF CONTENTS

Where You Can Find More Information	i
Incorporation by Reference	i
Prospectus Summary	1
Risk Factors	12
Use of Proceeds	26
Capitalization	26
Selected Historical Consolidated Financial Data	27
Description of Certain Indebtedness	28
Description of Notes	28
Registration Rights	73
United States Federal Income Tax Considerations	76
Plan of Distribution	80
Legal Matters	81
Experts
Index to Consolidated Financial Statements	F-1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Audited Consolidated Financial Statements:
Consolidated Balance Sheets — as of December 31, 2004 and 2003	F-3
Consolidated Statements of Income — Years Ended December 31, 2004 and 2003	F-4
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2004, 2003 and 2002	F-5
Consolidated Statements of Cash Flows — Years Ended December 31, 2004, 2003 and 2002	F-6
Notes to Consolidated Financial Statements	F-7
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets — as of September 30, 2005 and December 31, 2004	F-32
Condensed Consolidated Statements of Income — Three and Nine Months Ended September 30, 2005 and 2004	F-33
Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2005 and 2004	F-34
Notes to Condensed Consolidated Financial Statements	F-35
Exhibit 3.4
Exhibit 3.5
Exhibit 3.8
Exhibit 3.9
Exhibit 3.10
Exhibit 3.11
Exhibit 3.12
Exhibit 3.13
Exhibit 3.14
Exhibit 3.15
Exhibit 3.16
Exhibit 3.17
Exhibit 3.20
Exhibit 3.21
Exhibit 3.24
Exhibit 3.25
Exhibit 3.34
Exhibit 3.35
Exhibit 3.44
Exhibit 3.45
Exhibit 3.46
Exhibit 3.47
Exhibit 3.48
Exhibit 3.49
Exhibit 3.50
Exhibit 3.51
Exhibit 3.52
Exhibit 3.53
Exhibit 3.54
Exhibit 3.55
Exhibit 3.56
Exhibit 3.57
Exhibit 3.58
Exhibit 3.59
Exhibit 3.60
Exhibit 3.61
Exhibit 3.62
Exhibit 3.63
Exhibit 3.64
Exhibit 3.65
Exhibit 3.66
Exhibit 3.67
Exhibit 3.68
Exhibit 3.69
Exhibit 3.70
Exhibit 3.71
Exhibit 3.72
Exhibit 3.73
Exhibit 3.74
Exhibit 3.75
Exhibt 3.76
Exhibit 3.77
Exhibit 3.78
Exhibit 3.79
Exhibit 3.80
Exhibit 3.81
Exhibit 3.82
exhibit 3.83
Exhibit 3.84
Exhibit 3.85
Exhibit 3.86
Exhibit 3.87
Exhibit 3.88
Exhibit 3.89
Exhibit 3.90
Exhibit 3.91
Exhibit 3.92
Exhibit 3.93
Exhibit 3.94
Exhibit 3.95
Exhibit 3.96
Exhibit 3.97
Exhibit 3.98
Exhibit 3.99
Exhibit 3.100
Exhibit 3.101
Exhibit 3.102
Exhibit 3.103
Exhibit 3.104
Exhibit 3.105
Exhibit 3.106
Exhibit 3.107
Exhibit 3.112
Exhibit 3.113
Exhibit 3.114
Exhibit 3.115
Exhibit 3.138
Exhibit 3.139
Exhibit 3.142
Exhibit 3.143
Exhibit 3.146
Exhibit 3.147
Exhibit 3.148
Exhibit 3.149
Exhibit 3.150
Exhibit 3.151
Exhibit 3.156
Exhibit 3.157
Exhibit 3.160
Exhibit 3.161
Exhibit 3.162
Exhibit 3.163
Exhibit 3.164
Exhibit 3.165
Exhibit 3.166
Exhibit 3.167
Exhibit 3.168
Exhibit 3.169
Exhibit 3.170
Exhibit 3.171
Exhibit 3.172
Exhibit 3.173
Exhibit 3.174
Exhibit 3.175
Exhibit 3.176
Exhibit 3.177
Exhibit 3.178
Exhibit 3.179
Exhibit 3.180
Exhibit 3.181
Exhibit 3.182
Exhibit 3.183
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Exhibit 99.4
Exhibit 99.5

F - 1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Res-Care, Inc.:

We have audited the consolidated financial statements of Res-Care, Inc. and subsidiaries as listed in the accompanying index on page F-1. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Res-Care, Inc. and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Res-Care, Inc.’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2005 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

KPMG LLP

Louisville, Kentucky
February 28, 2005, except as to
Note 15, which is as of February 3, 2006

F - 2

RES-CARE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2004 and 2003

(In thousands, except share data)

	2004		2003
ASSETS
Current assets:
Cash and cash equivalents	$	81,639	$	23,440
Accounts receivable, net of allowance for doubtful accounts of $8,806 in 2004 and $9,464 in 2003		138,202		129,199
Deferred income taxes		20,056		18,115
Prepaid expenses and other current assets		12,338		10,178
Refundable income taxes		¾		439
Total current assets		252,235		181,371
Property and equipment, net		72,975		68,422
Goodwill		241,789		230,306
Other assets		19,667		22,927
	$	586,666	$	503,026
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	37,773	$	37,985
Accrued expenses		77,715		66,979
Current portion of long-term debt		13,481		3,857
Current portion of obligations under capital leases		989		1,252
Accrued income taxes		1,658		¾
Total current liabilities		131,616		110,073
Long-term liabilities		1,181		791
Long-term debt		166,480		181,754
Obligations under capital leases		1,586		2,822
Deferred gains		4,530		5,471
Deferred income taxes		11,712		9,824
Total liabilities		317,105		310,735
Commitments and contingencies
Shareholders’ equity:
Preferred shares, authorized 1,000,000 shares, no par value, except 48,095 shares designated as Series A with stated value of $1,050 per share, 48,095 shares issued and outstanding in 2004 and no shares issued or outstanding in 2003		46,609		¾
Common stock, no par value, authorized 40,000,000 shares, issued 28,723,857 in 2004 and 2003, outstanding 25,909,910 shares in 2004 and 24,775,029 shares in 2003		48,871		48,135
Additional paid-in capital		54,316		31,114
Retained earnings		119,765		113,042
Total shareholders’ equity		269,561		192,291
	$	586,666	$	503,026

See accompanying notes to consolidated financial statements.

F - 3

RES-CARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2004, 2003 and 2002

(In thousands, except per share data)

	2004			2003			2002
Revenues	$	1,009,016		$	961,333		$	919,724
Facility and program expenses		905,213			865,461			845,316
Facility and program contribution		103,803			95,872			74,408
Operating expenses (income):
Corporate general and administrative		38,609			36,188			35,410
Depreciation and amortization		12,207			12,254			11,862
Other operating expenses (income), net		457			2,187			(1,344	)
Total operating expenses		51,273			50,629			45,928
Operating income		52,530			45,243			28,480
Other expenses (income):
Interest expense		20,878			25,773			26,073
Interest income		(1,128	)		(1,447	)		(1,775	)
Total other expenses, net		19,750			24,326			24,298
Income before income taxes		32,780			20,917			4,182
Income tax expense		11,273			7,530			1,506
Net income		21,507			13,387			2,676
Non-cash beneficial conversion feature		(14,784	)		¾			¾
Net income attributable to preferred shareholders		606			¾			¾
Net income attributable to common shareholders	$	6,117		$	13,387		$	2,676
Basic earnings per share	$	0.24		$	0.55		$	0.11
Diluted earnings per share	$	0.23		$	0.54		$	0.11
Weighted average number of common shares:
Basic		25,341			24,500			24,409
Diluted		26,694			24,801			24,550

See accompanying notes to consolidated financial statements.

F - 4

RES-CARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years Ended December 31, 2004, 2003 and 2002

(In thousands)

									Additional
	Preferred Stock				Common Stock				Paid-In		Retained
	Shares		Amount		Shares		Amount		Capital		Earnings			Total
Balance at January 1, 2002		¾	$	¾		24,375	$	47,870	$	29,280	$	96,979		$	174,129
Net income		¾		¾		¾		¾		¾		2,676			2,676
Exercise of stock options, including related tax benefit		¾		¾		43		34		340		¾			374
Balance at December 31, 2002		¾		¾		24,418		47,904		29,620		99,655			177,179
Net income		¾		¾		¾		¾		¾		13,387			13,387
Exercise of stock options, including related tax benefit		¾		¾		357		231		1,494		¾			1,725
Balance at December 31, 2003		¾		¾		24,775		48,135		31,114		113,042			192,291
Net income		¾		¾		¾		¾		¾		21,507			21,507
Issuance of preferred stock		48		46,609		¾		¾		14,784		(14,784	)		46,609
Exercise of stock options, including related tax benefit		¾		¾		1,135		736		8,418		¾			9,154
Balance at December 31, 2004		48	$	46,609		25,910	$	48,871	$	54,316	$	119,765		$	269,561

See accompanying notes to consolidated financial statements.

F - 5

RES-CARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2004, 2003 and 2002

(In thousands)

	2004			2003			2002
Operating activities:
Net income	$	21,507		$	13,387		$	2,676
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		12,207			12,254			11,862
Amortization of discount and deferred debt issuance costs on notes		1,173			1,908			456
Deferred income taxes, net		(53	)		2,638			10,383
Provision for losses on accounts receivable		5,283			7,328			19,566
Tax benefit from exercise of stock options		2,593			417			155
Loss on sale of assets		207			195			142
Loss (gain) on extinguishment of debt		¾			1,330			(1,280	)
Changes in operating assets and liabilities:
Accounts receivable		(14,286	)		(11,918	)		(7,856	)
Prepaid expenses and other current assets		(2,160	)		3,641			51
Other assets		1,887			(367	)		(282	)
Accounts payable		(244	)		4,028			2,153
Accrued expenses		10,684			5,499			10,774
Deferred gains		(941	)		(1,028	)		(1,470	)
Accrued income taxes		3,526			11,451			(11,192	)
Long-term liabilities		390			707			(158	)
Cash provided by operating activities		41,773			51,470			35,980
Investing activities:
Purchases of property and equipment		(16,017	)		(14,141	)		(13,692	)
Acquisitions of businesses, net of cash acquired		(11,249	)		(9,758	)		(2,782	)
Proceeds from sale of assets		32			405			341
Cash used in investing activities		(27,234	)		(23,494	)		(16,133	)
Financing activities:
Repayments of long-term debt		(7,989	)		(95,877	)		(5,679	)
Borrowings of long-term debt, net		¾			20,351			¾
Payments on obligations under capital leases		(1,521	)		(2,407	)		(1,295	)
Proceeds received from exercise of stock options		6,561			1,308			219
Net proceeds from the issuance of preferred stock		46,609			¾			¾
Cash provided by (used in) financing activities		43,660			(76,625	)		(6,755	)
Increase (decrease) in cash and cash equivalents		58,199			(48,649	)		13,092
Cash and cash equivalents at beginning of year		23,440			72,089			58,997
Cash and cash equivalents at end of year	$	81,639		$	23,440		$	72,089
Supplemental Disclosures of Cash Flow Information:
Cash paid (received) for:
Interest	$	20,809		$	26,863		$	25,873
Income taxes (net of refunds of $0.4 million, $11.6 million and $1.0 million, respectively)		5,497			(6,563	)		3,151
Supplemental Schedule of Non-cash Investing and Financing Activities:
Note issued in connection with acquisition		2,025			¾			¾
Capital lease obligations converted to operating leases		177			1,767			¾
Capital lease obligations incurred in connection with asset acquisition		¾			2,897			511
Account receivable converted to note receivable		¾			875			¾

See accompanying notes to consolidated financial statements.

F - 6

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

1. Summary of Significant Accounting Policies

     Basis of Presentation and Description of Business

     The consolidated financial statements include the accounts of Res-Care, Inc. and its subsidiaries. All references in these financial statements to “ResCare,” “our company,” “we,” “us,” or “our” mean Res-Care, Inc. and, unless the context otherwise requires, its consolidated subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

     We receive revenues primarily from the delivery of residential, therapeutic, job training and educational supports services to various populations with special needs.

     Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates.

     Revenue Recognition

     Disabilities Services: Revenues are derived primarily from state Medicaid programs and from management contracts with private operators, generally not-for-profit providers, who contract with state government agencies and are also reimbursed under the Medicaid programs. Revenues are recorded at rates established at or before the time services are rendered. Revenue is recognized in the period services are rendered.

     Youth Services: Juvenile treatment revenues are derived primarily from state-awarded contracts from state agencies under various reimbursement systems. Reimbursement from state or locally awarded contracts varies per facility or program, and is typically paid under fixed contract amounts, flat rates, or cost-based rates. Revenue is recognized in the period services are rendered.

     Training Services: Revenues include amounts reimbursable under cost reimbursement contracts with the U.S. Department of Labor for operating Job Corps centers and with local and state governments for education and training programs. The contracts provide reimbursement for all facility and program costs related to operations, allowable indirect costs for general and administrative costs, plus a predetermined management fee, normally a combination of fixed and performance-based. Final determination of amounts due under the contracts is subject to audit and review by the applicable government agencies. Revenue is recognized in the period associated costs are incurred.

     Laws and regulations governing the government programs and contracts are complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. For each operating segment, expenses are subject to examination by agencies administering the contracts and services. We believe that adequate provisions have been made for potential adjustments arising from such examinations.

     We are substantially dependent on revenues received under contracts with federal, state and local government agencies. For the years ended December 31, 2004, 2003 and 2002, we derived 10%, 11% and 11%,

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respectively, of our revenues under contracts for individuals with mental retardation or other developmental disabilities services in Texas and 14%, 14% and 15%, respectively, of our revenues under contracts under the federal Job Corps program. Generally, these contracts are subject to termination at the election of governmental agencies and in certain other circumstances such as failure to comply with applicable regulations or quality of service issues.

     Cash Equivalents

     We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2004 and 2003, included in our cash and cash equivalents balance is $9.0 million of cash held on deposit with an insurance carrier as collateral for our insurance program. In accordance with our collateral arrangement with the insurance carrier, the cash on deposit may be exchanged at our discretion for a letter of credit.

     Valuation of Accounts Receivable

     Accounts receivable consist primarily of amounts due from Medicaid programs, other government agencies and commercial insurance companies. An estimated allowance for doubtful accounts receivable is recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectibility of accounts receivable, we consider a number of factors, including historical loss rates, age of the accounts, changes in collection patterns, the status of ongoing disputes with third-party payors, general economic conditions and the status of state budgets which may impact previously approved, but not yet paid, services. Complex rules and regulations regarding billing and timely filing requirements in various states are also a factor in our assessment of the collectibility of accounts receivable. Actual collections of accounts receivable in subsequent periods may require changes in the estimated allowance for doubtful accounts. Changes in these estimates are charged or credited to the results of operations in the period of the change of estimate.

     Valuation of Long-Lived Assets

     We regularly review the carrying value of long-lived assets with respect to any events or circumstances that indicate a possible inability to recover their carrying amount. Indicators of impairment include, but are not limited to, loss of contracts, significant census declines, reductions in reimbursement levels and significant litigation. Our evaluation is based on undiscounted cash flow, profitability and projections that incorporate current or projected operating results, as well as significant events or changes in the environment. If circumstances suggest the recorded amounts cannot be recovered, the carrying values of such assets are reduced to fair value based upon various techniques to estimate fair value.

     Goodwill

     We test goodwill for impairment annually as of December 31, unless changes in circumstances indicate an impairment may have occurred sooner. We test goodwill on a reporting unit basis, in which a reporting unit is defined as the operating segment. We use a fair value approach to test goodwill for impairment and recognize an impairment charge for the amount, if any, by which the carrying amount of goodwill exceeds its implicit fair value. Fair values are established using a weighted-average of discounted cash flows and comparative market multiples in the current market conditions. No impairment loss was recognized as a result of the impairment tests as of December 31, 2004, 2003 and 2002.

     Debt Issuance Costs

     Debt issuance costs are capitalized and amortized as interest expense over the terms of the related debt.

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     Income Taxes

     Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

     Deferred Gains on Sale and Leaseback of Assets

     Gains from the sale and leaseback of assets are deferred and amortized over the term of the operating lease as a reduction of rental expense.

     Legal Contingencies

     We are a party to numerous claims and lawsuits with respect to various matters. We provide for costs related to contingencies when a loss is probable and the amount is reasonably determinable. We confer with outside counsel in estimating our liability for certain legal contingencies. While we believe our provision for legal contingencies is adequate, the outcome of legal proceedings is difficult to predict and we may settle legal claims or be subject to judgments for amounts that exceed our estimates.

     Insurance

     We self-insure a substantial portion of our professional and general liability, workers’ compensation and health benefit risks. Provisions for losses for these risks are based upon actuarially determined estimates. The allowances for these risks include an amount determined from reported claims and an amount based on past experiences for losses incurred but not reported. Estimates of workers’ compensation claims reserves are discounted using a discount rate of approximately 6% at December 31, 2004 and 2003. These liabilities are necessarily based on estimates and, while we believe that the provision for loss is adequate, the ultimate liability may be more or less than the amounts recorded. The liabilities are evaluated quarterly and any adjustments are reflected in earnings in the period known.

     Depreciation and Amortization

     Depreciation and amortization are provided by the straight-line method over the estimated useful lives of the assets. Estimated useful lives for buildings are 20-35 years. Assets under capital lease and leasehold improvements are generally amortized over the term of the respective lease. The useful lives of furniture and equipment vary from three to seven years. Depreciation expense includes amortization of assets under capital lease.

     We act as custodian of assets where we have contracts to operate facilities or programs owned or leased by the U.S. Department of Labor, various states and private providers.

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     Stock Option Plans

     As permitted by Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of Financial Accounting Standards Board (FASB) Statement No. 123 (SFAS 148), we continue to account for our stock-based employee compensation plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Stock-based employee compensation cost is not reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant. The following table illustrates the effect on net income attributable to common shareholders and earnings per common share if we had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123), to stock-based employee compensation.

	Year Ended December 31
	2004			2003			2002
Net income, attributable to common shareholders, as reported	$	6,117		$	13,387		$	2,676
Deduct: Total stock-based employee compensation expense determined under fair value method of all awards, net of related tax effects		(2,176	)		(3,418	)		(1,868	)
Net income attributable to common shareholders, pro forma	$	3,941		$	9,969		$	808
Basic earnings per share
As reported	$	0.24		$	0.55		$	0.11
Pro forma		0.16			0.41			0.03
Diluted earnings per share
As reported	$	0.23		$	0.54		$	0.11
Pro forma		0.15			0.40			0.03

     For purposes of computing the pro forma effect of stock-based employee compensation expense, options with pro-rata vesting are recognized using the straight-line method over the life of the vesting period. The following table sets forth the fair value of each option grant during 2004, 2003 and 2002 using the Black-Scholes option-pricing model and the applicable weighted-average assumptions:

	Year Ended December 31
	2004			2003			2002
Fair value per option	$	3.98		$	2.47		$	3.79
Risk-free interest rate		3.60	%		3.27	%		3.03	%
Dividend yield		0	%		0	%		0	%
Expected volatility		0.60			0.62			0.61
Expected option life (in years)		2-4			2-4			2-4

     Financial Instruments

     We used various methods and assumptions in estimating the fair value disclosures for significant financial instruments. Fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying amount because of the short maturity of those investments. The fair value of long-term debt is determined using market quotes and calculations based on current market rates available to us.

     Impact of Recently Issued Accounting Pronouncements

     On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004) (SFAS 123(R)), Share-Based Payments, which is a revision of SFAS 123. SFAS 123(R) supersedes APB 25 and amends SFAS 95, Statement of Cash Flows. Generally, the approach to accounting for share-based payments in SFAS123(R) is similar to the approach described in SFAS 123 which, as discussed above and as allowed by SFAS 123, we have applied for pro

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forma purposes in the Notes to the Consolidated Financial Statements. However, SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Pro forma disclosure is no longer an alternative to financial statement recognition. SFAS 123(R) is effective for public companies at the beginning of the first interim or annual period beginning after June 15, 2005.

     SFAS 123(R) permits public companies to account for share-based payments using one of two methods: modified-prospective method or modified-retrospective method. Under the modified-prospective method, compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date.

     Under the modified-retrospective method, which includes the requirements of the modified prospective method described above, companies are permitted to restate, based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

     We plan to adopt SFAS 123(R) no later than July 1, 2005 using the modified-prospective method. Currently, we use the Black-Scholes formula to estimate the value of stock options granted to employees and expect to continue to use this acceptable option valuation model upon the required adoption of SFAS 123(R) for all unvested options at the date of adoption. We are still evaluating other allowable valuation models for future awards. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the disclosure of pro forma net income and earnings per share previously. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current rules. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While we cannot estimate what those amounts will be in the future because they depend on, among other things, when employees exercise stock options, the amount of operating cash flows recognized in prior periods for such excess tax deductions were $2.6 million, $0.4 million and $0.2 million in 2004, 2003 and 2002, respectively.

2. Goodwill and Intangible Assets

     A summary of changes to goodwill during the year follows:

	Disabilities		Youth		Training
	Services		Services		Services		Total
Balance at January 1, 2003	$	200,868	$	9,799	$	7,589	$	218,256
Goodwill added through acquisitions		831		832		10,387		12,050
Balance at December 31, 2003		201,699		10,631		17,976		230,306
Goodwill added through acquisitions		7,653		¾		3,830		11,483
Balance at December 31, 2004	$	209,352	$	10,631	$	21,806	$	241,789

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Intangible assets are as follows:

	December 31, 2004				December 31, 2003
			Accumulated				Accumulated
	Gross		Amortization		Gross		Amortization
Covenants not to compete	$	16,950	$	12,208	$	15,651	$	11,358

     Covenants not to compete are comprised of contractual agreements with stated values and terms and are amortized over the term of the agreements.

     Amortization expense for the years ended December 31, 2004, 2003 and 2002 was approximately $0.8 million, $1.3 million and $1.7 million, respectively. Estimated amortization expense for the next five years is as follows:

Year Ending December 31
2005	$	942
2006		886
2007		734
2008		437
2009 and thereafter		1,743

3. Debt

     Long-term debt consists of the following:

	December 31
	2004		2003
10.625% senior notes due 2008	$	150,000	$	150,000
Term loan due 2008		15,000		22,000
5.9% convertible subordinated notes due 2005		12,759		12,759
Notes payable and other		2,202		852
		179,961		185,611
Less current portion		13,481		3,857
	$	166,480	$	181,754

     On November 15, 2001, we completed the issuance of $150 million of 10.625% Senior Notes due November 2008. Interest on the notes is payable semi-annually and the notes may be redeemed, in whole or in part, any time on or after November 15, 2005 at a redemption price equal to 100% of the principal amount thereof plus a premium declining ratably to par (105.31%), plus accrued interest. The senior notes contain certain covenants restricting our ability to incur additional indebtedness (including the maintenance of a specified leverage ratio), pay dividends, enter into certain mergers, enter in sale and leaseback transactions and sell or otherwise dispose of assets. Additionally, the agreement places limits on the allowable amount of judgments or orders for the payment of money by a court of law.

     On December 31, 2003, we completed an agreement for a $135 million senior credit facility and the redemption of our 6% convertible subordinated notes originally due December 2004. This senior credit facility, due in January 2008, includes a $100 million revolver and a $35 million term loan. On June 11, 2004, our $135 million senior credit facility was amended, primarily to reflect the Onex transaction. The amendment increased the amount of allowable acquisitions, as defined, waived the requirement for the proceeds from the Onex transaction to be used to repay the outstanding balance of the term loan and increased the sublimit for letters of credit to $75 million. In December of 2003, we formally issued the notice to call the 6% convertible subordinated notes, which were redeemed on January 12, 2004. We funded the redemption and were relieved as primary obligor on

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December 31, 2003, with $22 million from the term loan and the remainder from cash on hand. The term loan drawn as of December 31, 2004 is $15 million. The interest rate on the term loan is based on margins over LIBOR or prime, tiered based upon leverage calculation. As of December 31, 2004 and 2003, the rate applicable for the term loan, based on the six-month LIBOR, was 4.8% and 4.2%, respectively.

     We recorded a pre-tax charge of approximately $2.5 million in 2003 related to the refinancing and redemption of the 6% convertible subordinated notes, including the write-off of unamortized debt issuance costs, premiums paid to noteholders for early redemption, and costs of a related consent solicitation.

     As of December 31, 2004, we had irrevocable standby letters of credit in the principal amount of $51.9 million issued primarily in connection with our insurance programs. As of December 31, 2004, we had $37.6 million available under the revolver as our borrowing base under the revolver was $89.5 million on that date. Our borrowing base is a function of our accounts receivable as of the reporting date. The interest rate on the revolver is based on margins over LIBOR or prime, tiered based upon leverage calculations. At December 31, 2004, the Company had no borrowings on its revolver other than the standby letters of credit. The letters of credit had a margin of 200 basis points at December 31, 2004.

     The 5.9% convertible subordinated notes are convertible into common stock at a conversion price of $25.84 per share.

     Maturities of long-term debt are as follows:

Year Ending December 31
2005	$	13,481
2006		4,218
2007		4,195
2008		153,523
2009		3,522
Thereafter		1,022
	$	179,961

4. Income Taxes

     Income tax expense (benefit) attributable to income from continuing operations is summarized as follows:

	Year Ended December 31
	2004		2003		2002
Federal:
Current	$	8,599	$	3,715	$	(7,408	)
Deferred		489		2,265		8,254
Total federal		9,088		5,980		846
State and local:
Current		2,029		1,177		(1,469	)
Deferred		156		373		2,129
Total state and local		2,185		1,550		660
Total income tax expense	$	11,273	$	7,530	$	1,506

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     A reconciliation of the U.S. Federal income tax rate of 35% to income tax expense expressed as a percent of pretax income follows:

	Year Ended December 31
	2004			2003			2002
Federal income tax at the statutory rate		35.0	%		35.0	%		35.0	%
Increase (decrease) in income taxes:
State taxes, net of federal benefit		3.9			3.9			4.9
Foreign income taxes, net of federal credits		0.2			0.5			6.3
Jobs tax credits, net		(4.4	)		(5.0	)		(24.9	)
Other nondeductible expenses		0.7			1.6			14.7
Other nontaxable income		(1.0	)		¾			¾
		34.4	%		36.0	%		36.0	%

     During the years ended December 31, 2004, 2003 and 2002, we credited additional paid-in capital for the tax benefits associated with the exercise of stock options in the amounts of $2,593, $417 and $155, respectively.

     The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

	December 31
	2004			2003
Deferred tax assets:
Accounts receivable	$	3,422		$	3,682
Covenants not to compete and other intangible assets		1,784			1,965
Workers’ compensation costs		8,697			7,842
Compensated absences		2,980			2,826
Other insurance reserves		3,589			1,987
Other liabilities and reserves		2,575			1,582
Deferred gains and revenues		1,872			2,603
Deferred state income tax net operating loss carryforwards		2,956			2,662
Other		689			754
Total gross deferred tax assets		28,564			25,903
Less valuation allowance		2,080			2,080
Net deferred tax assets		26,484			23,823
Deferred tax liabilities:
Goodwill and other intangible assets		17,578			14,079
Other		562			1,453
Total deferred tax liabilities		18,140			15,532
Net deferred tax asset	$	8,344		$	8,291
Classified as follows:
Current deferred income tax asset	$	20,056		$	18,115
Noncurrent deferred income tax liability		(11,712	)		(9,824	)
Net deferred tax asset	$	8,344		$	8,291

     A valuation allowance for deferred tax assets was provided for the years ended December 31, 2004 and 2003 related primarily to deferred state income tax net operating loss carryforwards. The realization of deferred tax assets is dependent upon us generating future taxable income when temporary differences become deductible. Based upon the historical and projected levels of taxable income, we believe it is more likely than not that we will realize the benefits of the deductible differences after consideration of the valuation allowance.

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5. Detail of Certain Balance Sheet Accounts

     Property and equipment is summarized as follows:

	December 31
	2004		2003
Property and Equipment:
Land and land improvements	$	7,784	$	7,790
Furniture and equipment		65,105		60,301
Buildings		42,179		42,254
Leasehold improvements		19,323		16,828
Equipment under capital lease		5,055		5,781
Land and buildings under capital lease		¾		566
Construction in progress		4,302		¾
		143,748		133,520
Less accumulated depreciation and amortization		70,773		65,098
Net property and equipment	$	72,975	$	68,422

     Other assets are as follows:

	December 31
	2004		2003
Long-term receivables and advances to managed facilities	$	2,643	$	5,657
Covenants not to compete, net of accumulated amortization		4,742		4,293
Deposits		5,911		5,832
Deferred debt issuance costs		4,661		5,344
Other assets		1,710		1,801
	$	19,667	$	22,927

     Accrued expenses are summarized as follows:

	December 31
	2004		2003
Wages and payroll taxes	$	19,271	$	21,318
Compensated absences		11,290		11,109
Workers’ compensation		22,663		20,233
Professional and other liability self-insurance		8,943		4,950
Taxes other than income taxes		4,318		2,095
Interest		2,225		2,158
Other		9,005		5,116
	$	77,715	$	66,979

6. Preferred Stock Issuance

     On June 23, 2004, ResCare issued 48,095 shares of preferred stock to four investment funds controlled by Onex Corporation (the “Onex Partners”), at a purchase price of $1,050 per share or a total price of $50.5 million. The preferred shares are convertible into approximately 4.8 million shares of ResCare’s common stock, based on a value of $10.50 per common share which was contractually agreed to on March 10, 2004. Net proceeds from the transaction were $46.6 million. Issuance costs of approximately $3.9 million, including a $0.5 million transaction fee to Onex Corporation, were recorded as a reduction in shareholders’ equity. In addition, we recorded an expense of $791,000 in 2004 related to payments required under the provisions of the director stock option plans as a result of the transaction which was included as other expense in the consolidated income statement.

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     The preferred stock was designated as Series A convertible preferred stock and is entitled to a liquidation preference of $1,050 per share plus all unpaid, accrued dividends. Preferred shares vote on an as-converted basis as of the date of issuance. The preferred shareholders also are entitled to certain corporate governance and special voting rights, as defined in the agreement, and have no preferential dividends. Commencing 18 months after the issuance, the holders of the preferred stock have the right to put the shares to ResCare at $1,050 per share plus accrued dividends, if any, if we close a sale of substantially all of our assets or equity by merger, consolidation or otherwise.

     Accounting for this transaction falls primarily under Emerging Issues Task Force (EITF) Issue No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF Issue No. 00-27, Application of Issue 98-5 to Certain Convertible Instruments. The beneficial conversion feature assumed in the preferred stock issuance was calculated at $14.8 million and was determined by multiplying the number of common shares issuable upon conversion of the preferred shares by the difference between the market price of the common stock on the date of closing and the previously agreed upon conversion price. The beneficial conversion feature was a non-cash item, and was charged to retained earnings, with the offsetting credit to additional paid-in capital. Additionally, the beneficial conversion feature was treated as a reduction in determining net income attributable to common shareholders for the year ended December 31, 2004.

     The Onex Partners entered into a voting agreement with Ronald G. Geary, our company’s chairman, president and chief executive officer. The voting agreement provides that Mr. Geary grant the Onex Partners the sole and exclusive right to vote all of the common shares he beneficially owns and is otherwise entitled to vote in connection with the election of directors and any matter affecting the number of directors or composition of our board of directors. The voting agreement will remain in effect until such time as the agreement is terminated by the mutual consent of the Onex Partners and Mr. Geary, Mr. Geary’s employment terminates, or Onex Partners no longer owns a stipulated number of shares of our capital stock. The voting agreement also provides that Mr. Geary may not sell, transfer or otherwise dispose of any common shares during the term of the agreement unless he has first offered to sell the shares to the Onex Partners at a price and on other terms specified by Mr. Geary, and the Onex Partners declines to accept the offer. If the Onex Partners decline to purchase the shares, Mr. Geary would then be entitled to sell the offered shares to a third party at a price and on terms no more favorable to the purchaser than those initially offered to the Onex Partners.

     Additionally, in connection with the transaction, we entered into a management services agreement with Onex Corporation whereby Onex Corporation will advise and assist management and the board of directors from time to time on business and financial matters. We have agreed to pay Onex Corporation an annual advisory fee of $350,000 for its services under this agreement effective July 1, 2004. The management services agreement will continue in effect until such time as the Onex Partners no longer holds at least 26,452 shares of preferred stock. During 2004, fees of $175,000 were paid to Onex Corporation under this agreement.

7. Earnings per Share

     The following data shows the amounts used in computing earnings per common share and the effect on income and the weighted average number of shares of dilutive potential common stock.

	Year Ended December 31
	2004		2003		2002
Net income attributable to common shareholders	$	6,117	$	13,387	$	2,676
Weighted average number of common shares used in basic earnings per common share		25,341		24,500		24,409
Effect of dilutive securities:
Stock options		1,353		301		141
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per common share		26,694		24,801		24,550

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     The non-cash beneficial conversion feature attributable to preferred stock issued and sold in June 2004 decreased net income attributable to common shareholders by $14.8 million for the year ended December 31, 2004. See further discussion of the non-cash beneficial conversion feature in Note 6.

     The average shares listed below were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the periods presented:

	Year Ended December 31
	2004		2003		2002
Convertible subordinated notes		494		5,319		5,646
Stock options		128		2,035		1,849

8. Segment Information

     As of December 31, 2004, we had three reportable operating segments: (i) Disabilities Services, (ii) Youth Services and (iii) Training Services. We evaluate performance based on profit or loss from operations before corporate expenses and other income, interest and income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment revenues and transfers are not significant.

     The following table sets forth information about reportable operating income and segment assets:

	Disabilities		Youth		Training		All			Consolidated
As of and for the year ended December 31:	Services		Services		Services		Other			Totals
2004
Revenues	$	775,686	$	49,571	$	183,759	$	¾		$	1,009,016
Operating income		74,824		2,000		20,005		(44,299	)		52,530
Total assets		365,293		33,424		58,421		129,528			586,666
Capital expenditures		4,846		542		39		10,590			16,017
Depreciation and amortization		6,026		1,251		35		4,895			12,207
2003
Revenues	$	740,305	$	52,120	$	168,908	$	¾		$	961,333
Operating income		67,019		2,660		18,750		(43,186	)		45,243
Total assets		354,279		33,172		46,861		68,714			503,026
Capital expenditures		4,715		2,112		110		7,204			14,141
Depreciation and amortization		6,946		1,289		28		3,991			12,254
2002
Revenues	$	717,335	$	55,975	$	146,414	$	¾		$	919,724
Operating income		47,983		1,996		15,367		(36,866	)		28,480
Total assets		377,045		41,464		22,114		105,989			546,612
Capital expenditures		6,966		2,500		¾		4,226			13,692
Depreciation and amortization		7,893		1,226		¾		2,743			11,862

9. Benefit Plans

     We sponsor retirement savings plans which were established to assist eligible employees in providing for their future retirement needs. Our contributions to the plans were $3.5 million, $3.3 million and $2.9 million in 2004, 2003 and 2002, respectively.

     We also sponsor various stock option plans under which we may grant options to our salaried officers and employees for up to 5,826,095 shares of common stock. Under the plans, the exercise price of each option equals the market price of our stock on the date of grant, and an option’s maximum term is normally five years. Generally

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all options have varied vesting schedules, varying between 20% and 50% at date of grant with the remaining options vesting over one to four years.

     Under separate stock option plans, we may grant up to 290,000 shares to non-employee members of the Board of Directors at an exercise price which cannot be less than the fair market value on the date of grant.

     Stock option activity, including options granted to employees and non-employee directors, is shown below:

	2004					2003					2002
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of year		3,053,361		$	6.63		2,517,766		$	10.42		2,804,627		$	11.02
Granted		1,024,310			9.04		1,789,124			4.53		357,250			7.71
Exercised		(1,134,881	)		5.95		(359,863	)		3.76		(42,975	)		4.92
Canceled or expired		(409,860	)		11.87		(893,666	)		14.49		(601,136	)		11.85
Outstanding at end of year		2,532,930			7.10		3,053,361			6.61		2,517,766			10.46
Exercisable at end of year		1,721,887		$	6.66		2,144,918		$	6.82		1,813,971		$	11.86

     The following table summarizes information about stock options outstanding at December 31, 2004:

Options Outstanding						Options Exercisable
Range of	Number		Weighted-Average			Number
Exercise	Outstanding at		Remaining	Weighted-Average		Exercisable at		Weighted-Average
Prices	December 31, 2004		Contractual Life	Exercise Price		December 31, 2004		Exercise Price
$     2.79 to   4.99		478,872	3.3 years	$	3.12		403,717	$	3.09
5.00 to   9.99		1,803,683	3.0 years		7.42		1,160,458		7.15
10.00 to 23.50		250,375	4.4 years		12.43		157,712		12.17
		2,532,930	3.2 years	$	7.10		1,721,887	$	6.66

10. Lease Arrangements

     We lease certain operating facilities, office space, vehicles and equipment under operating leases which expire at various dates. Total rent expense was approximately $46.6 million, $45.5 million and $43.9 million for the years ended December 31, 2004, 2003 and 2002, respectively. Facility rent, defined as land and building lease expense less amortization of any deferred gain on applicable lease transactions, was approximately $37.5 million, $35.4 million and $32.2 million for the years ended December 31, 2004, 2003 and 2002, respectively. We also lease certain land and buildings used in operations under capital leases. These leases expire at various dates through 2018 (including renewal options) and generally require us to pay property taxes, insurance and maintenance costs.

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     Future minimum lease payments under capital leases, together with the minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2004, are as follows:

	Capital		Operating
Year Ended December 31	Leases		Leases
2005	$	1,215	$	30,809
2006		1,210		23,313
2007		272		19,497
2008		112		15,514
2009		116		12,657
Thereafter		77		36,181
Total minimum lease payments		3,002	$	137,971
Less amounts representing interest		427
Present value of minimum lease payments		2,575
Less current maturities		989
Total long-term obligations under capital leases	$	1,586

11. Financial Instruments

     At December 31, 2004 and 2003, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated carrying value because of the short-term nature of these instruments. The fair value of our other financial instruments subject to fair value disclosures are as follows:

	2004				2003
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Long-term debt:
10.625% senior notes	$	150,000	$	164,550	$	150,000	$	158,250
Term loan		15,000		15,000		22,000		22,000
5.9% convertible subordinated notes		12,759		12,759		12,759		12,759
Notes payable and other		2,202		2,202		852		852

     We estimated the fair value of the debt instruments using market quotes and calculations based on current market rates available to us.

12. Commitments and Contingencies

     In July 2000, American International Specialty Lines Insurance Company, or AISL, filed a Complaint for Declaratory Judgment against us and certain of our subsidiaries in the U.S. District Court for the Southern District of Texas, Houston Division. In the Complaint, AISL sought a declaration of what insurance coverage was available to ResCare in the case styled In re: Estate of Trenia Wright, Deceased, et al. v. Res-Care, Inc., et al., which was filed in Probate Court No. 1 of Harris County, Texas (the Lawsuit). After the filing, we entered into an agreement with AISL whereby any settlement reached in the Lawsuit would not be dispositive of whether the claims in the Lawsuit were covered under the insurance policies issued by AISL. AISL thereafter settled the Lawsuit for $9.0 million. It is our position that: (i) the Lawsuit initiated coverage under policies of insurance in more than one policy year, thus affording adequate coverage to settle the Lawsuit within coverage and policy limits, (ii) AISL waived any applicable exclusions for punitive damages by its failure to send a timely reservation of rights letter and (iii) the decision by the Texas Supreme Court in King v. Dallas Fire Insurance Company, 85 S.W.3d 185 (Tex. 2002) controls. Prior to the Texas Supreme Court’s decision in the King case, summary judgment was granted in favor of AISL but the scope of the order was unclear. Based on the King decision, the summary judgment was set aside. Thereafter, subsequent motions for summary judgment filed by both AISL and ResCare were denied. The case was tried, without a jury, in late December 2003. On March 31, 2004, the Court

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entered a judgment in favor of AISL in the amount of $5.0 million. It is our belief that the Court improperly limited the evidence ResCare could place in the record at trial and the type of claims it could present. Accordingly, an appeal of the Court’s decision has been filed and a supersedeas bond has been filed with the Court of $6.0 million. We have not made any provision in our Consolidated Financial Statements for any potential liability that may result from final adjudication of this matter, as we do not believe it is probable that an unfavorable outcome will result from this matter. Based on the advice of counsel, we do not believe it is probable that the ultimate resolution of this matter will result in a material liability to us nor have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

     On September 2, 2001, in a case styled Nellie Lake, Individually as an Heir-at-Law of Christina Zellner, deceased; and as Personal Representative of the Estate of Christina Zellner v. Res-Care, Inc., et al., in the U.S. District Court of the District of Kansas at Wichita, a jury awarded noneconomic damages to Ms. Lake in the amount of $100,000, the statutory maximum, as well as $5,000 for economic loss. In addition, the jury awarded the Estate of Christina Zellner $5,000 of noneconomic damages and issued an advisory opinion recommending an award of $2.5 million in punitive damages. The judge, however, was not required to award the amount of punitive damages recommended by the jury and on February 4, 2002, entered a punitive damage judgment in the amount of $1 million. Based on the advice of counsel, we appealed the award of punitive damages, based on numerous appealable errors at trial and have since settled the case, without any contribution from AISL, for approximately $750,000. Prior to settlement, in July 2002 we filed a Declaratory Judgment action against AISL in the United States District Court for the Western District of Kentucky, Louisville Division, alleging that the policy should be interpreted under Kentucky law, thus affording us coverage for $650,000 that AISL contends is not covered by insurance. We have since sought leave of court to amend our complaint for breach of contract, bad faith insurance practices, as well as unfair claims practices under applicable Kentucky statutes. In addition, we have filed a motion for judgment on the pleadings in regard to its declaration of rights action. In the interim, AISL filed a motion to transfer this action to the District of Kansas which was granted. We filed a writ of mandamus with the Sixth Circuit Court of Appeals asking that the Western District of Kentucky be required to retain jurisdiction, which was denied. AISL has filed a motion for summary judgment. Based on the advice of counsel, we believe any damages resulting from this matter are covered by insurance. We established a reserve in our Consolidated Financial Statements for any potential liability that may reasonably result from final adjudication of this matter. Further, we believe that recovery of the settlement is probable and, therefore we do not believe that the ultimate resolution of this matter will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

     On June 21, 2002, we were notified that our mental health services subsidiary was the subject of an investigation concerning allegations relating to services provided by the subsidiary under various programs sponsored by Medicaid. The subsidiary under investigation is a non-core operation that provides skills training to persons with severe mental illness in Texas. The mental health operation, which was acquired in a 1999 transaction, was managed by its founders under a management contract until September 30, 2003 and represents less than 0.5% of the total revenues of the Disabilities Services division. During the third quarter of 2002, we received a Civil Investigative Demand from the Texas Attorney General (TAG) requesting the production of a variety of documents relating to the subsidiary. The aforementioned investigation was a result of a Civil False Claims Act lawsuit filed under seal by a former employee of the subsidiary on June 18, 2001, on behalf of the employee, the United States Government and the State of Texas. The lawsuit, styled United States of America and State of Texas, ex rel. Jennifer Hudnall vs. The Citadel Group, Inc., et al. was filed in the United States District Court for the Northern District of Texas, Dallas Division. On June 21, 2002, the seal was partially lifted for the sole purpose of informing us of the lawsuit. In March 2003, the TAG intervened in the case and in May 2003 filed a separate complaint under seal. In July 2003, the U.S. Department of Justice notified us that they were not intervening in the case but would remain a real party in interest. On November 6, 2003, the U.S. District Court lifted the seal, thus making the lawsuit public. We have cooperated with the TAG in providing requested documents and engaged special counsel to conduct an internal investigation of the allegations. Based on the results of our investigation, we believe that the subsidiary has complied with the applicable rules and regulations governing the provision of mental health services in the State of Texas. We have entered into settlement negotiations with the TAG and have established a reserve in our Consolidated Financial Statements for any

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potential liability that may reasonably result from final adjudication of this matter. Although we cannot predict the outcome of the lawsuit or any settlement with certainty, and we have incurred and could continue to incur significant legal expenses, we do not believe the ultimate resolution of the lawsuit or any settlement will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

     In July 2002, Lexington Insurance Company (Lexington) filed a Complaint for Declaratory Action against one of our subsidiaries, EduCare Community Living Corporation — Gulf Coast, in the U.S. District Court for the Southern District of Texas, Houston Division. In the Complaint, Lexington sought a declaration of what insurance coverage was available in the case styled William Thurber and Kathy Thurber, et al v. EduCare Community Living Corporation — Gulf Coast (EduCare), which was filed in the 23^rd Judicial District Court of Brazoria County, Texas. After the filing, we entered into an agreement with Lexington whereby any settlement reached in Thurber would not be dispositive of whether the claims were covered by insurance. Lexington and EduCare thereafter contributed $1.0 million and $1.5 million, respectively, and settled the Thurber lawsuit. In the declaratory judgment action, Lexington contends that the $1.0 million previously paid satisfies all coverage obligations. Both EduCare and Lexington filed motions for summary judgment and the Court on January 10, 2005, entered a judgment in favor of Lexington. EduCare has appealed the judgment and Lexington has filed a cross-appeal for the denial of their attorney fees in the amount of $127,000. After consulting with outside counsel, we expect $1.0 million of our contribution to the settlement to be reimbursed by Lexington under the primary policy. We established a reserve of $0.5 million in the Consolidated Financial Statements for any potential liability that may reasonably result from final adjudication of this matter. Further, we believe that recovery of the net $1.0 million of the settlement is probable and, therefore, based on the advice of counsel, we do not believe that the ultimate resolution of this matter will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

     In August 1998, with the approval of the State of Indiana, we relocated approximately 100 individuals from three of our larger facilities to community-based settings. In June 1999, in a lawsuit styled Omega Healthcare Investors, Inc. v. Res-Care Health Services, Inc., the lessor of these facilities filed suit against us in U.S. District Court, Southern District of Indiana, alleging in connection therewith breach of contract, conversion and fraudulent concealment. In January 2001, January 2002 and July 2002, Omega filed amended complaints alleging wrongful conduct in the appraisal process for the 1999 purchase of three other facilities located in Indiana, for conversion of the Medicaid certifications of the 1998 Indiana facilities and a facility in Kentucky that downsized in 1999, and for breach of contract in allowing the Kentucky facility to be closed. The parties had filed various motions for partial summary judgment. The Court denied Omega’s motion seeking summary judgment on breach of contract on the termination of the three Indiana facility leases in 1998, the Kentucky lease termination and the 1999 purchase of three facilities in Indiana. In addition, the Court has granted ResCare’s motion on the “unjust enrichment” and “conversion” of the Medicaid certifications, as well as the lease termination of the Kentucky facility and the alleged wrongful conduct in the appraisal process. The case previously set for trial in October 2004 has been postponed indefinitely. On the advice of counsel, we believe that the amount of damages being sought by the plaintiffs is now approximately $3.7 million. We believe that this lawsuit is without merit and will defend it vigorously. We do not believe it is probable that the ultimate resolution of this matter will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

     In addition, we are a party to various other legal and/or administrative proceedings arising out of the operation of our facilities and programs and arising in the ordinary course of business. We believe that, generally, these claims are without merit. Further, many of such claims may be covered by insurance. We do not believe the results of these proceedings or claims, individually or in the aggregate, will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

13. Related Party Transactions

     We lease certain of our facilities under an operating lease with a real estate investment trust in which our chairman is a member of the trust’s board of directors. The lease commenced in October 1998 and extends through 2010. Lease payments to the trust approximated $0.8 million for each of the years ended December 31, 2004, 2003

F - 21

and 2002. Aggregate future rentals are estimated to be approximately $5.3 million, subject to annual increases based on the consumer price index.

14. Quarterly Data (unaudited)

	First		Second			Third		Fourth
	Quarter		Quarter			Quarter		Quarter		Total
2004
Revenues	$	245,182	$	250,844		$	255,485	$	257,505	$	1,009,016
Facility and program contribution		24,720		25,711			26,877		26,495		103,803
Net income		4,425		4,530			5,646		6,906		21,507
Net income (loss) attributable to common shareholders(1)		4,425		(10,254	)		4,748		5,814		6,117
Basic earnings (loss) per common share		0.18		(0.40	)		0.19		0.23		0.24
Diluted earnings (loss) per common share		0.17		(0.40	)		0.18		0.22		0.23
2003
Revenues	$	238,544	$	238,293		$	240,508	$	243,988	$	961,333
Facility and program contribution		24,466		24,068			22,359		24,979		95,872
Net income		3,448		4,230			3,213		2,496		13,387
Net income attributable to common shareholders		3,448		4,230			3,213		2,496		13,387
Basic earnings per common share		0.14		0.17			0.13		0.10		0.55
Diluted earnings per common share		0.14		0.17			0.13		0.10		0.54

⁽¹⁾ Under the accounting treatment for the Onex transaction, the non-cash beneficial conversion feature assumed in the preferred stock issuance was calculated at $14.8 million and is a deduction from net income in computing basic and diluted earnings per share attributable to common shareholders. The beneficial conversion feature does not affect net income, cash flows, total shareholders’ equity, or compliance with our debt covenants.

During the periods presented, we recorded the following significant items:

									Diluted
			Pre-tax			Net			Earnings
	Statement of Income	Quarter	Income			Income			per Share
	Line Item Impacted	Recorded	Impact			Impact			Impact
									(For the year ended)
Year Ended December 31, 2003:
Refinancing charge (1)	Other operating expense	4th	$	(2,545	)	$	(1,629	)	$	(0.07	)
Gains on debt extinguishment (2)	Other operating income	2nd & 3rd		306			196			0.01
			$	(2,239	)	$	(1,433	)	$	(0.06	)

(1)	We recorded a pre-tax charge of $2.5 million related to the refinancing and redemption of our 6% convertible subordinated notes, including write-off of unamortized debt issuance costs, premiums paid to note holders for early redemption, and costs of a related consent solicitation.
(2)	During 2003, we completed transactions to redeem $4.3 million and $2.9 million of our 6% and 5.9% convertible subordinated notes, respectively, resulting in gains on extinguishment of debt of $0.3 million ($0.2 million and $0.1 million related to second and third quarter, respectively).

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15. Condensed Consolidating Financial Information

     On October 3, 2005, we issued $150 million of 7.75% Senior Notes due October 15, 2013 (the Senior Notes) under Rule 144A of the Securities Act of 1933 in a private placement. The Senior Notes, which have an issue price of 99.261% of the principal amount, are unsecured obligations ranking equal to existing and future debt and will be effectively subordinated to existing and future secured debt. We used the proceeds from the offering of the Senior Notes to repurchase our 10.625% Senior Notes due November 15, 2008.

     The Senior Notes are jointly, severally, fully and unconditionally guaranteed by our 100% owned U.S. subsidiaries. There are no restrictions on our ability to obtain funds from our U.S. subsidiaries by dividends or other means. The following are condensed consolidating financial statements of our company, including the guarantors. This information is provided pursuant to Rule 3 – 10 of Regulation S-X in lieu of separate financial statements of each subsidiary guaranteeing the Senior Notes. The following condensed consolidating financial statements present the balance sheet, statement of income and cash flows of (i) Res-Care, Inc. (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) the guarantor subsidiaries, (iii) the nonguarantor subsidiaries, and (iv) the eliminations necessary to arrive at the information for our company on a consolidated basis. The condensed consolidating financial statements should be read in conjunction with the accompanying Consolidated Financial Statements.

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Res-Care, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 2004

			Guarantor			Non-Guarantor						Consolidated
	Res-Care, Inc.		Subsidiaries			Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	76,064	$	2,841		$	2,734		$	—		$	81,639
Accounts receivable, net		42,721		95,017			464			—			138,202
Deferred income taxes		20,056		—			—			—			20,056
Prepaid expenses and other current assets		11,142		1,168			28			—			12,338
Total current assets		149,983		99,026			3,226			—			252,235
Property and equipment, net		29,718		43,193			64			—			72,975
Goodwill		86,631		150,679			4,479			—			241,789
Investment in subsidiaries		264,630		—			—			(264,630	)		—
Other assets		11,617		8,088			(38	)		—			19,667
Total assets	$	542,579	$	300,986		$	7,731		$	(264,630	)	$	586,666
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	31,014	$	6,623		$	136		$	—		$	37,773
Accrued expenses		46,300		25,102			6,313			—			77,715
Accrued income taxes		1,099		—			559			—			1,658
Current portion of long-term debt		12,766		715			—			—			13,481
Current portion of obligations under capital leases		908		81			—			—			989
Total current liabilities		92,087		32,521			7,008			—			131,616
Long-term liabilities		90		109			982			—			1,181
Long-term debt		165,000		1,480			—			—			166,480
Obligations under capital leases		1,165		421			—			—			1,586
Deferred gains		769		3,761			—			—			4,530
Deferred income taxes		13,907		(2,190	)		(5	)		—			11,712
Total liabilities		273,018		36,102			7,985			—			317,105
Shareholders’ equity		269,561		264,884			(254	)		(264,630	)		269,561
Total liabilities and shareholders’ equity	$	542,579	$	300,986		$	7,731		$	(264,630	)	$	586,666

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Res-Care, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 2003

			Guarantor		Non-Guarantor						Consolidated
	Res-Care, Inc.		Subsidiaries		Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	20,677	$	2,005	$	758		$	—		$	23,440
Accounts receivable, net		35,916		93,058		225			—			129,199
Deferred income taxes		18,115		—		—			—			18,115
Prepaid expenses and other current assets		7,217		2,937		24			—			10,178
Refundable income taxes		678		—		(239	)		—			439
Total current assets		82,603		98,000		768			—			181,371
Property and equipment, net		28,712		39,615		95			—			68,422
Goodwill		82,148		144,067		4,091			—			230,306
Investment in subsidiaries		240,790		—		—			(240,790	)		—
Other assets		13,750		9,177		—			—			22,927
Total assets	$	448,003	$	290,859	$	4,954		$	(240,790	)	$	503,026
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	28,950	$	9,634	$	(599	)	$	—		$	37,985
Accrued expenses		27,783		34,426		4,770			—			66,979
Current portion of long-term debt		3,819		38		—			—			3,857
Current portion of obligations under capital leases		1,137		115		—			—			1,252
Total current liabilities		61,689		44,213		4,171			—			110,073
Long-term liabilities		1		173		617			—			791
Long-term debt		181,259		210		285			—			181,754
Obligations under capital leases		2,022		800		—			—			2,822
Deferred gains		913		4,558		—			—			5,471
Deferred income taxes		9,828		—		(4	)		—			9,824
Total liabilities		255,712		49,954		5,069			—			310,735
Shareholders’ equity		192,291		240,905		(115	)		(240,790	)		192,291
Total liabilities and shareholders’ equity	$	448,003	$	290,859	$	4,954		$	(240,790	)	$	503,026

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Res-Care, Inc. and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 2004

				Guarantor		Non-Guarantor					Consolidated
	Res-Care, Inc.			Subsidiaries		Subsidiaries		Eliminations			Total
Revenues	$	308,500		$	696,171	$	4,522	$	(177	)	$	1,009,016
Operating expenses		335,282			617,690		3,691		(177	)		956,486
Operating income (loss)		(26,782	)		78,481		831		—			52,530
Other (income) expenses:
Interest, net		19,748			2		—		—			19,750
Equity in earnings of subsidiaries		(79,033	)		—		—		79,033			—
Total other expenses		(59,285	)		2		—		79,033			19,750
Income before income taxes		32,503			78,479		831		(79,033	)		32,780
Income tax expense		10,996			—		277		—			11,273
Net income	$	21,507		$	78,479	$	554	$	(79,033	)	$	21,507

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Res-Care, Inc. and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 2003

				Guarantor		Non Guarantor					Consolidated
	Res-Care, Inc.			Subsidiaries		Subsidiaries		Eliminations			Total
Revenues	$	287,947		$	669,614	$	3,967	$	(195	)	$	961,333
Operating expenses		320,946			592,178		3,161		(195	)		916,090
Operating income (loss)		(32,999	)		77,436		806		—			45,243
Other (income) expenses:
Interest, net		24,244			—		82		—			24,326
Equity in earnings of subsidiaries		(77,918	)		—		—		77,918			—
Total other expenses		(53,674	)		—		82		77,918			24,326
Income before income taxes		20,675			77,436		724		(77,918	)		20,917
Income tax expense		7,288			—		242		—			7,530
Net income	$	13,387		$	77,436	$	482	$	(77,918	)	$	13,387

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Res-Care, Inc. and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 2002

				Guarantor		Non-Guarantor					Consolidated
	Res-Care, Inc.			Subsidiaries		Subsidiaries		Eliminations			Total
Revenues	$	251,206		$	664,972	$	3,748	$	(202	)	$	919,724
Operating expenses		293,494			594,546		3,406		(202	)		891,244
Operating income (loss)		(42,288	)		70,426		342		—			28,480
Other (income) expenses:
Interest, net		24,191			3		104		—			24,298
Equity in earnings of subsidiaries		(70,637	)		—		—		70,637			—
Total other expenses		(46,446	)		3		104		70,637			24,298
Income before income taxes		4,158			70,423		238		(70,637	)		4,182
Income tax expense		1,482			—		24		—			1,506
Net income	$	2,676		$	70,423	$	214	$	(70,637	)	$	2,676

F - 28

ResCare, Inc. and Subsidiaries
Consolidating Statement of Cash Flows
Year Ended December 31, 2004

				Guarantor			Non-Guarantor						Consolidated
	Res-Care, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income	$	21,507		$	78,479		$	554		$	(79,033	)	$	21,507
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		6,383			5,773			51			—			12,207
Amortization of discount and changes in deferred debt issuance		1,173			—			—			—			1,173
Deferred income taxes — net		2,138			(2,190	)		(1	)		—			(53	)
Provision for losses on accounts receivable		5,283			—			—			—			5,283
Tax benefit from exercise of stock options		2,593			—			—			—			2,593
Loss from sale of assets		—			207			—			—			207
Equity in earnings of subsidiaries		(79,033	)		—			—			79,033			—
Changes in operating assets and liabilities:
Accounts receivable		(12,088	)		(1,959	)		(239	)		—			(14,286	)
Prepaid expenses and other current assets		(3,925	)		1,769			(4	)		—			(2,160	)
Other assets		(3,447	)		5,685			(351	)		—			1,887
Trade accounts payable		2,064			(3,043	)		735			—			(244	)
Accrued expenses		18,517			(9,376	)		1,543			—			10,684
Accrued income taxes		1,777			1,429			320			—			3,526
Deferred gains		(144	)		(797	)		—			—			(941	)
Other long-term liabilities		89			(64	)		365			—			390
Cash provided by (used in) operating activities		(37,113	)		75,913			2,973			—			41,773
Cash flows from investing activities:
Proceeds from sale of assets		—			32			—			—			32
Purchases of property and equipment		(6,952	)		(9,046	)		(19	)		—			(16,017	)
Acquisitions of businesses		—			(11,249	)		—			—			(11,249	)
Cash provided by (used in) investing activities		(6,952	)		(20,263	)		(19	)		—			(27,234	)
Cash flows from financing activities:
Long-term debt repayments		(8,911	)		(314	)		(285	)		—			(9,510	)
Net payments relating to intercompany financing		55,193			(54,500	)		(693	)		—			—
Proceeds from exercise of stock options		6,561			—			—			—			6,561
Proceeds from issuance of preferred stock		46,609			—			—			—			46,609
Cash provided by (used in) financing activities		99,452			(54,814	)		(978	)		—			43,660
Increase in cash and cash equivalents		55,387			836			1,976			—			58,199
Cash and cash equivalents at beginning of year		20,677			2,005			758			—			23,440
Cash and cash equivalents at end of year	$	76,064		$	2,841		$	2,734		$	—		$	81,639

F - 29

Res-Care, Inc. and Subsidiaries
Consolidating Statements of Cash Flows
Year Ended December 31, 2003

				Guarantor			Non Guarantor						Consolidated
	Res-Care, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income	$	13,387		$	77,436		$	482		$	(77,918	)	$	13,387
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		5,667			6,527			60			—			12,254
Amortization of discount and changes in deferred debt issuance		1,908			—			—			—			1,908
Deferred income taxes — net		2,639			—			(1	)		—			2,638
Provision for losses on accounts receivable		7,328			—			—			—			7,328
Tax benefit from exercise of stock options		417			—			—			—			417
Loss from sale of assets		—			195			—			—			195
Loss on extinguishment of debt		1,330			—			—			—			1,330
Equity in earnings of subsidiaries		(77,918	)		—			—			77,918			—
Changes in operating assets and liabilities:
Accounts receivable		(35,516	)		23,597			1			—			(11,918	)
Prepaid expenses and other current assets		4,091			(431	)		(19	)		—			3,641
Other assets		12,879			(12,529	)		(717	)		—			(367	)
Trade accounts payable		1,800			2,339			(111	)		—			4,028
Accrued expenses		17,530			(13,951	)		1,920			—			5,499
Accrued income taxes		11,294			1			156			—			11,451
Deferred gains		(4,704	)		3,676			—			—			(1,028	)
Other long-term liabilities		(30	)		(66	)		803			—			707
Cash provided by (used in) operating activities		(37,898	)		86,794			2,574			—			51,470
Cash flows from investing activities:
Proceeds from sale of assets		—			405			—			—			405
Purchases of property and equipment		(10,724	)		(3,590	)		173			—			(14,141	)
Acquisitions of businesses		—			(9,758	)		—			—			(9,758	)
Cash provided by (used in) investing activities		(10,724	)		(12,943	)		173			—			(23,494	)
Cash flows from financing activities:
Long-term debt borrowings		20,351			—			—			—			20,351
Long-term debt repayments		(95,051	)		(1,400	)		(1,833	)		—			(95,877	)
Net payments relating to intercompany financing		72,022			(71,334	)		(688	)		—			—
Proceeds from exercise of stock options		1,308			—			—			—			1,308
Cash used in financing activities		(1,370	)		(72,734	)		(2,521	)		—			(76,625	)
Increase (decrease) in cash and cash equivalents		(49,992	)		1,117			226			—			(48,649	)
Cash and cash equivalents at beginning of year		70,669			888			532			—			72,089
Cash and cash equivalents at end of year	$	20,677		$	2,005		$	758		$	—		$	23,440

F - 30

ResCare, Inc. and Subsidiaries
Consolidating Statement of Cash Flows
Year Ended December 31, 2002

				Guarantor			Non-Guarantor						Consolidated
	Res-Care, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income	$	2,676		$	70,423		$	214		$	(70,637	)	$	2,676
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		4,334			7,394			134			—			11,862
Amortization of discount and changes in deferred debt issuance		456			—			—			—			456
Deferred income taxes — net		10,386			—			(3	)		—			10,383
Provision for losses on accounts receivable		19,566			—			—			—			19,566
Tax benefit from exercise of stock options		155			—			—			—			155
Loss from sale of assets		—			142			—			—			142
Gain on extinguishment of debt		(1,280	)		—			—			—			(1,280	)
Equity in earnings of subsidiaries		(70,637	)		—			—			70,637			—
Changes in operating assets and liabilities:
Accounts receivable		(19,718	)		11,753			109			—			(7,856	)
Prepaid expenses and other current assets		(3,753	)		4,099			(295	)		—			51
Other assets		(241	)		(79	)		38			—			(282	)
Trade accounts payable		5,118			(2,410	)		(555	)		—			2,153
Accrued expenses		2,353			11,601			(3,180	)		—			10,774
Accrued income taxes		(11,192	)		—			—			—			(11,192	)
Deferred gains		(414	)		(1,056	)		—			—			(1,470	)
Other long-term liabilities		149			(120	)		(187	)		—			(158	)
Cash provided by (used in) operating activities		(62,042	)		101,747			(3,725	)		—			35,980
Cash flows from investing activities:
Proceeds from sale of assets		—			341			—			—			341
Purchases of property and equipment		(4,227	)		(9,370	)		(95	)		—			(13,692	)
Acquisitions of businesses		—			(2,782	)		—			—			(2,782	)
Cash provided by (used in) investing activities		(4,227	)		(11,811	)		(95	)		—			(16,133	)
Cash flows from financing activities:
Long-term debt repayments		(5,797	)		(715	)		(462	)		—			(6,974	)
Net payments relating to intercompany financing		94,441			(97,962	)		3,521			—			—
Proceeds from exercise of stock options		219			—			—			—			219
Cash provided by (used in) financing activities		88,863			(98,677	)		3,059			—			(6,755	)
Increase (decrease) in cash and cash equivalents		22,594			(8,741	)		(761	)		—			13,092
Cash and cash equivalents at beginning of year		48,074			9,629			1,294			—			58,997
Cash and cash equivalents at end of year	$	70,668		$	888		$	533		$	—		$	72,089

F - 31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RES-CARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	September 30		December 31
	2005		2004
ASSETS
Current assets:
Cash and cash equivalents	$	23,092	$	28,404
Short-term investments		20,000		53,235
Accounts receivable, net of allowance for doubtful accounts of $8,614 in 2005 and $8,806 in 2004		159,881		138,202
Deferred income taxes		21,524		20,056
Prepaid expenses and other current assets		10,372		12,338
Total current assets		234,869		252,235
Property and equipment, net		71,965		72,975
Goodwill		275,857		241,789
Other assets		22,229		19,667
	$	604,920	$	586,666
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	34,187	$	37,773
Accrued expenses		92,636		77,715
Current portion of long-term debt		3,064		13,481
Current portion of obligations under capital leases		1,068		989
Accrued income taxes		3,915		1,658
Total current liabilities		134,870		131,616
Long-term liabilities		1,509		1,181
Long-term debt		153,131		166,480
Obligations under capital leases		775		1,586
Deferred gains		4,357		4,530
Deferred income taxes		14,232		11,712
Total liabilities		308,874		317,105
Commitments and contingencies
Shareholders’ equity:
Preferred shares		46,609		46,609
Common shares		49,364		48,871
Additional paid-in capital		59,682		54,316
Retained earnings		140,391		119,765
Total shareholders’ equity		296,046		269,561
	$	604,920	$	586,666

See accompanying notes to condensed consolidated financial statements.

F - 32

RES-CARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2005		2004		2005		2004
Revenues	$	279,421	$	255,485	$	807,723	$	751,511
Facility and program expenses		248,911		228,608		721,554		674,203
Facility and program contribution		30,510		26,877		86,169		77,308
Operating expenses:
Corporate general and administrative		10,654		9,740		30,906		28,973
Depreciation and amortization		3,581		2,996		10,318		9,063
Other expense, net		82		48		3		798
Total operating expenses		14,317		12,784		41,227		38,834
Operating income		16,193		14,093		44,942		38,474
Interest expense, net		4,633		4,882		13,690		14,922
Income before income taxes		11,560		9,211		31,252		23,552
Income tax expense		3,931		3,565		10,626		8,950
Net income		7,629		5,646		20,626		14,602
Non-cash beneficial conversion feature		—		—		—		(14,784	)
Net income attributable to preferred shareholders		1,169		898		3,185		—
Net income (loss) attributable to common shareholders	$	6,460	$	4,748	$	17,441	$	(182	)
Basic earnings (loss) per share	$	0.24	$	0.19	$	0.66	$	(0.01	)
Diluted earnings (loss) per share	$	0.24	$	0.18	$	0.65	$	(0.01	)
Weighted average number of common shares:
Basic		26,570		25,439		26,336		25,248
Diluted		27,235		26,629		27,014		25,248

See accompanying notes to condensed consolidated financial statements.

F - 33

RES-CARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30
	2005			2004
Cash flows from operating activities:
Net income	$	20,626		$	14,602
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		10,318			9,063
Amortization of deferred debt issuance costs		652			956
Deferred income taxes, net		1,052			810
Provision for losses on accounts receivable		3,548			3,932
Tax benefit from exercise of stock options		1,368			1,114
Loss on sale of assets		211			—
Changes in operating assets and liabilities		(10,970	)		18,448
Cash provided by operating activities		26,805			48,925
Cash flows from investing activities:
Purchases of property and equipment		(8,502	)		(8,028	)
Acquisitions of businesses		(31,975	)		(6,214	)
Proceeds from sales of assets		64			32
Purchases of short-term investments		(320,425	)		(133,115	)
Redemptions of short-term investments		353,660			58,640
Cash used in investing activities		(7,178	)		(88,685	)
Cash flows from financing activities:
Repayments of long-term debt		(42,430	)		(4,821	)
Borrowings of long-term debt		13,000			—
Proceeds received from exercise of stock options		4,491			3,962
Net proceeds from the issuance of preferred stock		—			46,609
Cash (used in) provided by financing activities		(24,939	)		45,750
(Decrease) increase in cash and cash equivalents	$	(5,312	)	$	5,990

See accompanying notes to condensed consolidated financial statements.

F - 34

RES-CARE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2005
(Unaudited)

Note 1. Basis of Presentation

     Res-Care, Inc. and subsidiaries are primarily engaged in the delivery of residential, therapeutic, job training and educational support services to various populations with special needs. All references in these financial statements to “ResCare,” “our company”, “we,” “us,” or “our” mean Res-Care, Inc. and unless the context otherwise requires, its consolidated subsidiaries.

     The accompanying condensed consolidated financial statements of ResCare have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial condition and results of operations for the interim periods have been included. Operating results for the three and nine month periods ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

     For further information, refer to the consolidated financial statements and footnotes thereto in our annual report on Form 10-K for the year ended December 31, 2004.

Note 2. Reclassification

     Certain auction rate securities have been reclassified from cash equivalents to short-term investments. Auction rate securities are variable rate securities tied to short-term interest rates with maturities on the face of the securities in excess of 90 days. Auction rate securities have rate resets through a modified Dutch auction, at predetermined short-term intervals, usually every 7, 28, 35, or 49 days. The securities trade at par and are callable at par on any payment date at the option of the issuer. Investment earnings paid during a given period are based upon the reset rate determined during the prior auction.

     Although these securities are issued and rated as long-term securities, they are priced and traded as short-term instruments because of the liquidity provided through the interest rate reset. We have historically classified these instruments as cash equivalents if the period between interest rate resets was 90 days or less, which was based on our ability to either liquidate our holdings or roll our investment over to the next reset period.

     In March 2005, we determined that our investments in auction rate securities should be classified as short-term investments. Previously, such investments had been classified as cash equivalents. In addition, “Purchases (redemptions) of short-term investments”, included in the accompanying Condensed Consolidated Statements of Cash Flows, have been revised to reflect the purchase and sale of auction rate securities during the periods presented.

Note 3. Long-term Debt

     Long-term debt consists of the following:

F - 35

	September 30		December 31
	2005		2004
	(In thousands)
10.625% senior notes due 2008	$	150,000	$	150,000
Term loan due 2008, paid in September 2005		—		15,000
5.9% convertible subordinated notes, paid in March 2005		—		12,759
Notes payable and other		6,195		2,202
		156,195		179,961
Less current portion		3,064		13,481
	$	153,131	$	166,480

     On October 3, 2005, we issued $150 million of 7.75% Senior Notes due October 15, 2013 (the Senior Notes) under Rule 144A of the Securities Act of 1933 in a private placement. The Senior Notes, which have an issue price of 99.261% of the principal amount, are unsecured obligations ranking equal to existing and future debt and will be effectively subordinated to existing and future secured debt. We used the proceeds from the offering of the Senior Notes to repurchase our 10.625% Senior Notes due November 15, 2008.

     Also on October 3, 2005, we amended and restated our existing senior secured credit facility. As amended and restated, the facility consists of $175 million revolving credit facility, which could be increased to $225 million at our option and expires on October 3, 2010. The credit facility will be used primarily for working capital purposes and for letters of credit required under our insurance programs. The amended and restated senior credit facility contains various financial covenants relating to net worth, capital expenditures and rentals and requires us to maintain specified ratios with respect to interest coverage and leverage. The amended and restated senior credit facility is secured by a lien on all of our assets, and, through secured guarantees, on all of our subsidiaries’ assets. In connection with these refinancing transactions, in September 2005 we repaid our outstanding term loan, which totaled $28 million.

F - 36

Note 4. Earnings Per Share

     The following table sets forth the computation of basic and diluted earnings (loss) per common share:

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2005		2004		2005		2004
	(In thousands, except per share data)
Net income (loss) attributable to common shareholders	$	6,460	$	4,748	$	17,441	$	(182	)
Weighted average number of common shares used in basic earnings per common share		26,570		25,439		26,336		25,248
Effect of dilutive securities:
Stock options		665		1,190		678		—
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per common share		27,235		26,629		27,014		25,248
Basic earnings (loss) per share	$	0.24	$	0.19	$	0.66	$	(0.01	)
Diluted earnings (loss) per share	$	0.24	$	0.18	$	0.65	$	(0.01	)

     The average shares listed below were not included in the computation of diluted earnings per common share because to do so would have been anti-dilutive for the periods presented:

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2005		2004		2005		2004
	(In thousands)
Convertible subordinated notes		—		494		137		494
Stock options		13		156		13		1,493
Preferred shares as converted to common		4,810		4,810		4,810		1,738

F - 37

Note 5. Segment Information

     Commencing January 1, 2005, as a result of integrating the former Youth Services operating segment into our existing segments, Youth Services is no longer an operating segment. As a result of the dissolution of this segment, as well as the expansion of our job training and placement programs for disadvantaged job seekers, we now have the following three reportable segments: (i) Disabilities Services, (ii) Job Corps Training Services and (iii) Employment Training Services. Disclosures of financial information for each segment follow. Segment disclosures for the three months and nine months ended September 30, 2004 have been restated to reflect the change in the composition of our reportable operating segments effective January 1, 2005.

			Job Corps		Employment
	Disabilities		Training		Training		All			Consolidated
	Services		Services		Services		Other (1)			Totals
	(In thousands)
Three months ended September 30:
2005
Revenues	$	222,098	$	39,240	$	16,440	$	1,643		$	279,421
Operating income		22,575		4,316		1,460		(12,158	)		16,193
Total assets		432,850		41,562		33,142		97,366			604,920
Capital expenditures		1,911		—		11		1,126			3,048
Depreciation and amortization		2,230		—		26		1,325			3,581
2004
Revenues	$	208,357	$	37,132	$	8,935	$	1,061		$	255,485
Operating income		20,086		4,013		875		(10,881	)		14,093
Total assets		382,424		35,456		18,070		154,181			590,131
Capital expenditures		1,194		—		—		1,617			2,811
Depreciation and amortization		1,694		—		8		1,294			2,996
Nine months ended September 30:
2005
Revenues	$	642,695	$	114,212	$	45,154	$	5,662		$	807,723
Operating income		62,697		12,298		4,165		(34,218	)		44,942
Capital expenditures		4,889		—		55		3,558			8,502
Depreciation and amortization		6,306		—		79		3,933			10,318
2004
Revenues	$	610,064	$	108,046	$	29,267	$	4,134		$	751,511
Operating income		56,893		11,679		2,806		(32,904	)		38,474
Capital expenditures		3,705		—		9		4,314			8,028
Depreciation and amortization		5,130		—		24		3,909			9,063

⁽¹⁾ All Other is comprised of our international operations, charter schools and corporate general and administrative expenses.

F - 38

Note 6. Stock-Based Employee Compensation

     As permitted by Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123 (SFAS 148), we continue to account for our stock-based employee compensation plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Stock-based employee compensation cost is not reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common shares on the date of the grant. The following table illustrates the effect on net income attributable to common shareholders and earnings per common share if we had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation to stock-based employee compensation.

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2005		2004		2005		2004
	(In thousands, except per share data)
Net income (loss) attributable to common shareholders, as reported	$	6,460	$	4,748	$	17,441	$	(182	)
Deduct: Total stock-based employee compensation expense determined under fair value method of all awards, net of related tax effects		213		454		639		1,618
Net income (loss) attributable to common shareholders, pro forma	$	6,247	$	4,294	$	16,802	$	(1,800	)
Basic earnings (loss) per common share:
As reported	$	0.24	$	0.19	$	0.66	$	(0.01	)
Pro forma	$	0.24	$	0.17	$	0.64	$	(0.07	)
Diluted earnings (loss) per common share:
As reported	$	0.24	$	0.18	$	0.65	$	(0.01	)
Pro forma	$	0.23	$	0.16	$	0.62	$	(0.07	)

Note 7. Legal Proceedings

     From time to time, we, or a provider with whom we have a management agreement, become a party to legal and/or administrative proceedings that, in the event of unfavorable outcomes, may adversely affect revenues and period to period comparisons.

     In July 2000, American International Specialty Lines Insurance Company, or AISL, filed a Complaint for Declaratory Judgment against us and certain of our subsidiaries in the U.S. District Court for the Southern District of Texas, Houston Division. In the Complaint, AISL sought a declaration of what insurance coverage was available to ResCare in the case styled In re: Estate of Trenia Wright, Deceased, et al. v. Res-Care, Inc., et al., which was filed in Probate Court No. 1 of Harris County, Texas (the Lawsuit). After the filing, we entered into an agreement with AISL whereby any settlement reached in the Lawsuit would not be dispositive of whether the claims in the Lawsuit were covered under the insurance policies issued by AISL. AISL thereafter settled the Lawsuit for $9.0 million. It is our position that: (i) the Lawsuit initiated coverage under policies of insurance in more than one policy year, thus affording adequate coverage to settle the Lawsuit within coverage and policy limits, (ii) AISL waived any applicable exclusions for punitive damages by its failure to send a timely reservation of rights letter and (iii) the decision by the Texas Supreme Court in King v. Dallas Fire Insurance Company, 85

F - 39

S.W.3d 185 (Tex. 2002) controls. Prior to the Texas Supreme Court’s decision in the King case, summary judgment was granted in favor of AISL but the scope of the order was unclear. Based on the King decision, the summary judgment was set aside. Thereafter, subsequent motions for summary judgment filed by both AISL and ResCare were denied. The case was tried, without a jury, in late December 2003. On March 31, 2004, the Court entered a judgment in favor of AISL in the amount of $5.0 million. It is our belief that the Court improperly limited the evidence ResCare could place in the record at trial and the type of claims it could present. Accordingly, an appeal of the Court’s decision has been filed with the Fifth Circuit Court of Appeals and a supersedeas bond has been filed with the Court of $6.0 million. Oral arguments were held on August 31, 2005. We have not made any provision in our condensed consolidated financial statements for the potential liability that may result from final adjudication of this matter, as we do not believe it is probable that an unfavorable outcome will result from this matter. Based on the advice of counsel, we do not believe it is probable that the ultimate resolution of this matter will result in a material liability to us nor have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

     On September 2, 2001, in a case styled Nellie Lake, Individually as an Heir-at-Law of Christina Zellner, deceased; and as Personal Representative of the Estate of Christina Zellner v. Res-Care, Inc., et al., in the U.S. District Court of the District of Kansas at Wichita, a jury awarded noneconomic damages to Ms. Lake in the amount of $100,000, the statutory maximum, as well as $5,000 for economic loss. In addition, the jury awarded the Estate of Christina Zellner $5,000 of noneconomic damages and issued an advisory opinion recommending an award of $2.5 million in punitive damages. The judge, however, was not required to award the amount of punitive damages recommended by the jury and on February 4, 2002, entered a punitive damage judgment in the amount of $1 million. Based on the advice of counsel, we appealed the award of punitive damages, based on numerous appealable errors at trial and have since settled the case without any contribution from AISL, for approximately $750,000. Prior to settlement, in July 2002 we filed a Declaratory Judgment action against AISL in the United States District Court for the Western District of Kentucky, Louisville Division, alleging that the policy should be interpreted under Kentucky law, thus affording us coverage for $650,000 that AISL contends is not covered by insurance. We have since sought leave of court to amend our complaint for breach of contract, bad faith insurance practices, as well as unfair claims practices under applicable Kentucky statutes. In addition, we have filed a motion for judgment on the pleadings in regard to its declaration of rights action. In the interim, AISL filed a motion to transfer this action to the District of Kansas which was granted. We filed a writ of mandamus with the Sixth Circuit Court of Appeals asking that the Western District of Kentucky be required to retain jurisdiction, which was denied. AISL filed a motion for summary judgment, which was also denied. Our motion to amend our complaint was granted. Based on the advice of counsel, we believe any damages resulting from this matter are covered by insurance. We previously established a reserve in our condensed consolidated financial statements for the potential liability that may reasonably result from final adjudication of this matter. Further, we believe that recovery of the settlement is probable and, therefore we do not believe that the ultimate resolution of this matter will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

     In July 2002, Lexington Insurance Company (Lexington) filed a Complaint for Declaratory Action against one of our subsidiaries, EduCare Community Living Corporation — Gulf Coast, in the U.S. District Court for the Southern District of Texas, Houston Division. In the Complaint, Lexington sought a declaration of what insurance coverage was available in the case styled William Thurber and Kathy Thurber, et al v. EduCare Community Living Corporation — Gulf Coast (EduCare), which was filed in the 23^rd Judicial District Court of Brazoria County, Texas. After the filing, we entered into an agreement with Lexington whereby any settlement reached in Thurber would not be dispositive of whether the claims were covered by insurance. Lexington and EduCare thereafter contributed $1.0 million and $1.5 million, respectively, and settled the Thurber lawsuit. In the declaratory judgment action, Lexington contended that the $1.0 million previously paid satisfied all coverage obligations. Both EduCare and Lexington filed motions for summary judgment and the Court on January 10, 2005, entered a judgment in favor of Lexington. EduCare appealed the judgment and Lexington filed a cross-appeal for the denial of their attorney fees in the amount of $127,000. In October 2005, the Court of Appeals affirmed the summary judgment motion for Lexington but denied their cross-appeal for attorney fees, thus ending the litigation. Accordingly, the $1.0 million receivable for this item was expensed during the quarter ended September 30, 2005.

F - 40

     In August 1998, with the approval of the State of Indiana, we relocated approximately 100 individuals from three of our larger facilities to community-based settings. In June 1999, in a lawsuit styled Omega Healthcare Investors, Inc. v. Res-Care Health Services, Inc., the lessor of these facilities filed suit against us in U.S. District Court, Southern District of Indiana, alleging in connection therewith breach of contract, conversion and fraudulent concealment. In January 2001, January 2002 and July 2002, Omega filed amended complaints alleging wrongful conduct in the appraisal process for the 1999 purchase of three other facilities located in Indiana, for conversion of the Medicaid certifications of the 1998 Indiana facilities and a facility in Kentucky that downsized in 1999, and for breach of contract in allowing the Kentucky facility to be closed. The parties had filed various motions for partial summary judgment. The Court denied Omega’s motion seeking summary judgment on breach of contract on the termination of the three Indiana facility leases in 1998, the Kentucky lease termination and the 1999 purchase of three facilities in Indiana. In addition, the Court has granted ResCare’s motion on the “unjust enrichment” and “conversion” of the Medicaid certifications, as well as the lease termination of the Kentucky facility and the alleged wrongful conduct in the appraisal process. The case previously set for trial in October 2005 has been rescheduled for December 2005. On the advice of counsel, we believe that the amount of damages being sought by the plaintiffs is now approximately $4.2 million. We established a reserve in our condensed consolidated financial statements for the potential liability that may reasonably result from final adjudication of this matter. Further, we believe that this lawsuit is without merit and will defend it vigorously. We do not believe that the ultimate resolution of this matter will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

     In addition, we are a party to various other legal and/or administrative proceedings arising out of the operation of our facilities and programs and arising in the ordinary course of business. We believe that, generally, these claims are without merit. Further, many of such claims may be covered by insurance. We do not believe the results of these proceedings or claims, individually or in the aggregate, will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

Note 8. Impact of Recently Issued Accounting Pronouncements

     On December 16, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004) (SFAS 123(R)), Share-Based Payments, which is a revision of SFAS 123. SFAS 123(R) supersedes Accounting Principles Board Opinion No. 25 and amends SFAS 95, Statement of Cash Flows. Generally, the approach to accounting for share-based payments in SFAS123(R) is similar to the approach described in SFAS 123 which, as discussed above and as allowed by SFAS 123, we have applied for pro forma purposes in the notes to the condensed consolidated financial statements. However, SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Pro forma disclosure is no longer an alternative to financial statement recognition. SFAS 123(R) is effective for public companies at the beginning of the first annual period beginning after June 15, 2005.

     SFAS 123(R) permits public companies to account for share-based payments using one of two methods: modified-prospective method or modified-retrospective method. Under the modified-prospective method, compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date.

     Under the modified-retrospective method, which includes the requirements of the modified-prospective method described above, companies are permitted to restate, based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

     We plan to adopt SFAS 123(R) no later than January 1, 2006 using the modified-prospective method. Currently, we use the Black-Scholes formula to estimate the value of stock options granted to employees and expect to continue to use this acceptable option valuation model upon the required adoption of SFAS 123(R) for all

F - 41

unvested options at the date of adoption. We are still evaluating other allowable valuation models for future awards. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as previously described in the disclosure of pro forma net income and earnings per share. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current rules. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption.

Note 9. Change in Estimate

     Effective April 1, 2005, we changed the rate used to discount our estimates of workers’ compensation claims reserves. The rate was decreased from 6.0% to 5.0%, reflecting our claims payment experience and the current interest rate environment. The decrease in the discount rate decreased net income for the second quarter by approximately $0.3 million, or $0.01 per diluted share.

Note 10. Acquisitions

     During the nine months ended September 30, 2005, we completed fifteen acquisitions with aggregate estimated annual revenues of approximately $45.0 million for an aggregate purchase price of approximately $36.9 million, which was funded through $32.0 million in cash and $4.9 million in promissory notes issued to sellers. The acquisitions are consistent with our strategic goals of expanding our core disabilities services to greater populations and leveraging existing capacity in our operations. Primarily as a result of these acquisitions, goodwill increased $34.1 million from December 31, 2004. Intangible assets were assigned a value of approximately $3.1 million for these acquisitions, principally for customer contracts and non-competition agreements. The allocations of purchase price are preliminary and will be subjected to further analysis during the remainder of 2005.

Note 11. Related Party Transaction

     During the quarter, with the review and approval of the Audit Committee, ResCare chartered an airplane from an entity owned by Ronald G. Geary, ResCare’s chairman, chief executive officer and president, for certain corporate travel, primarily related to the recent debt offering. Total costs incurred to date have been approximately $60,000.

Note 12. Condensed Consolidating Financial Information

     The Senior Notes are jointly, severally, fully and unconditionally guaranteed by our 100% owned U.S. subsidiaries. There are no restrictions on our ability to obtain funds from our U.S. subsidiaries by dividends or other means. The following are condensed consolidating financial statements of our company, including the guarantors. This information is provided pursuant to Rule 3 – 10 of Regulation S-X in lieu of separate financial statements of each subsidiary guaranteeing the Senior Notes. The following condensed consolidating financial statements present the balance sheet, statement of income and cash flows of (i) Res-Care, Inc. (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) the guarantor subsidiaries, (iii) the nonguarantor subsidiaries, and (iv) the eliminations necessary to arrive at the information for our company on a consolidated basis. The condensed consolidating financial statements should be read in conjunction with the accompanying Condensed Consolidated Financial Statements.

F - 42

Res-Care, Inc. and Subsidiaries
Consolidating Balance Sheet
September 30, 2005

			Guarantor			Non-Guarantor						Consolidated
	Res-Care, Inc.		Subsidiaries			Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	20,511	$	(198	)	$	2,779		$	—		$	23,092
Short-term investments		20,000		—			—			—			20,000
Accounts receivable, net		54,258		105,148			475			—			159,881
Deferred income taxes		21,524		—			—			—			21,524
Prepaid expenses and other current assets		7,271		3,058			43			—			10,372
Total current assets		123,564		108,008			3,297			—			234,869
Property and equipment, net		27,918		43,957			90			—			71,965
Goodwill		87,003		184,233			4,621			—			275,857
Investment in subsidiaries		306,916		—			—			(306,916	)		—
Other assets		9,319		12,937			(27	)		—			22,229
Total assets	$	554,720	$	349,135		$	7,981		$	(306,916	)	$	604,920
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	27,097	$	6,973		$	117		$	—		$	34,187
Accrued expenses		61,077		31,265			294			—			92,636
Accrued income taxes		3,371		—			544			—			3,915
Current portion of long-term debt		45		3,019			—			—			3,064
Current portion of obligations under capital leases		985		83			—			—			1,068
Total current liabilities		92,575		44,340			955			—			134,870
Long-term liabilities		144		178			1,187			—			1,509
Long-term debt		150,010		3,121			—			—			153,131
Obligations under capital leases		416		359			—			—			775
Deferred gains		1,293		3,064			—			—			4,357
Deferred income taxes		14,236		—			(4	)		—			14,232
Total liabilities		258,674		48,062			2,138			—			308,874
Shareholders’ equity		296,046		301,073			5,843			(306,916	)		296,046
Total liabilities and shareholders’ equity	$	554,720	$	349,135		$	7,981		$	(306,916	)	$	604,920

F - 43

Res-Care, Inc. and Subsidiaries
Consolidating Statement of Income
Nine Months Ended September 30, 2005

				Guarantor			Non Guarantor						Consolidated
	Res-Care, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues	$	249,809		$	554,303		$	3,744		$	(133	)	$	807,723
Operating expenses		267,494			492,284			3,136			(133	)		762,781
Operating income (loss)		(17,685	)		62,019			608			—			44,942
Other (income) expenses:
Interest, net		14,086			(361	)		(35	)		—			13,690
Equity in earnings of subsidiaries		(62,808	)		—			—			62,808			—
Total other expenses		(48,722	)		(361	)		(35	)		62,808			13,690
Income before income taxes		31,037			62,380			643			(62,808	)		31,252
Income tax expense		10,411			—			215			—			10,626
Net income	$	20,626		$	62,380		$	428		$	(62,808	)	$	20,626

F - 44

Res-Care, Inc. and Subsidiaries
Consolidating Statement of Income
Nine Months Ended September 30, 2004

				Guarantor			Non Guarantor						Consolidated
	Res-Care, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues	$	230,055		$	518,276		$	3,313		$	(133	)	$	751,511
Operating expenses		251,119			459,347			2,704			(133	)		713,037
Operating income (loss)		(21,064	)		58,929			609			—			38,474
Other (income) expenses:
Interest, net		15,292			(351	)		(19	)					14,922
Equity in earnings of subsidiaries		(59,694	)		—			—			59,694			—
Total other expenses		(44,402	)		(351	)		(19	)		59,694			14,922
Income before income taxes		23,338			59,280			628			(59,694	)		23,552
Income tax expense		8,736			—			214			—			8,950
Net income	$	14,602		$	59,280		$	414			$(59,694	)	$	14,602

F - 45

Res-Care, Inc. and Subsidiaries
Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2005

				Guarantor			Non Guarantor						Consolidated
	Res-Care, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income	$	20,626		$	62,380		$	428		$	(62,808	)	$	20,626
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		5,141			5,152			25			—			10,318
Amortization of discount and changes in deferred debt issuance		652			—			—			—			652
Deferred income taxes — net		(1,139	)		2,190			1			—			1,052
Provision for losses on accounts receivable		3,548			—			—			—			3,548
Tax benefit from exercise of stock options		1,368			—			—			—			1,368
Loss from sale of assets		13			198			—			—			211
Equity in earnings of subsidiaries		(62,808	)		—			—			62,808			—
Changes in operating assets and liabilities:
Accounts receivable		(15,085	)		(10,131	)		(11	)		—			(25,227	)
Prepaid expenses and other current assets		3,871			(1,861	)		(15	)		—			1,995
Other assets		764			(1,626	)		(152	)		—			(1,014	)
Trade accounts payable		(3,917	)		350			(19	)		—			(3,586	)
Accrued expenses		15,003			5,583			(6,136	)		—			14,450
Accrued income taxes		2,272			—			(15	)		—			2,257
Deferred gains		524			(697	)		—			—			(173	)
Other long-term liabilities		52			70			206			—			328
Cash provided by (used in) operating activities		(29,115	)		61,608			(5,688	)		—			26,805
Cash flows from investing activities:
Proceeds from sale of assets		—			64			—			—			64
Net repayments (purchases) of short-term investments		33,235			—			—			—			33,235
Purchases of property and equipment		(2,953	)		(5,497	)		(52	)		—			(8,502	)
Acquisitions of businesses		—			(31,975	)		—			—			(31,975	)
Cash provided by (used in) investing activities		30,282			(37,408	)		(52	)		—			(7,178	)
Cash flows from financing activities:
Long-term debt repayments		(28,384	)		(1,046	)		—			—			(29,430	)
Net payments relating to intercompany financing		20,408			(26,193	)		5,785			—			—
Proceeds from exercise of stock options		4,491			—			—			—			4,491
Cash provided by (used in) financing activities		(3,485	)		(27,239	)		5,785			—			(24,939	)
Increase (decrease) in cash and cash equivalents		(2,318	)		(3,039	)		45			—			(5,312	)
Cash and cash equivalents at beginning of period		22,829			2,841			2,734			—			28,404
Cash and cash equivalents at end of period	$	20,511		$	(198	)	$	2,779		$	—		$	23,092

F - 46

ResCare, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2004

				Guarantor			Non Guarantor						Consolidated
	Res-Care, Inc.			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	14,602		$	59,280		$	414		$	(59,694	)	$	14,602
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		4,701			4,323			39			—			9,063
Amortization of discount and changes in deferred debt issuance		956			—			—			—			956
Deferred income taxes — net		810			—			—			—			810
Provision for losses on accounts receivable		3,932			—			—			—			3,932
Tax benefit from exercise of stock options		1,114			—			—			—			1,114
Equity in earnings of subsidiaries		(59,694	)		—			—			59,694			—
Changes in operating assets and liabilities:
Accounts receivable		(3,771	)		(814	)		(49	)		—			(4,634	)
Inventories		(1	)		(26	)		—			—			(27	)
Prepaid expenses and other current assets		(1,065	)		(819	)		29			—			(1,854	)
Other assets		1,937			123			—			—			2,060
Trade accounts payable		(1,671	)		(3,168	)		6			—			(4,833	)
Accrued expenses		73,469			(48,331	)		(508	)		185			24,814
Accrued income taxes		1,721			1,429			231			—			3,381
Deferred gains		(120	)		(541	)		—			—			(661	)
Other long-term liabilities		92			(52	)		162			—			202
Cash provided by operating activities		37,013			11,404			324			185			48,925
Cash flows from investing activities:
Net repayments (purchases) of short-term investments		—			32			—			—			32
Purchases of property and equipment		(4,264	)		(3,764	)		—			—			(8,028	)
Acquisitions of businesses		—			(6,214	)		—			—			(6,214	)
Cash used in investing activities		(4,264	)		(9,946	)		—			—			(14,210	)
Cash flows from financing activities:
Long-term debt repayments		(4,821	)		—			—			—			(4,821	)
Net payments relating to intercompany financing		(370	)		777			(222	)		(185	)		0
Proceeds from exercise of stock options		3,962			—			—			—			3,962
Proceeds from issuance of preferred stock		46,609			—			—			—			46,609
Cash provided by (used in) financing activities		45,380			777			(222	)		(185	)		45,750
Increase in cash and cash equivalents		78,129			2,234			102			—			80,465
Cash and cash equivalents at beginning of period		20,677			2,005			758			—			23,440
Cash and cash equivalents at end of period	$	98,806		$	4,239		$	860		$	—		$	103,905

F - 47

$150,000,000

7³/4% Senior Notes due 2013

PROSPECTUS
_________, 2006

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

     Section 271B.8-510 of the Kentucky Business Corporation Act (the “KBCA”) permits the indemnification by a corporation of any director who is made party to a threatened, pending or completed action, suit or proceeding because he is or was a director of such corporation. To be eligible for indemnification, such person must have conducted himself in good faith and reasonably believed that his conduct, if undertaken in his official capacity with the corporation, was in the corporation’s best interests, and, if not in his official capacity, was at least not opposed to the corporation’s best interests. In the case of a criminal proceeding, the director must also not have reasonable cause to believe his conduct was unlawful. A director may not be indemnified in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit by him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted under Section 271B.8-510 of the KBCA in connection with a proceeding by or in the right of the corporation shall be limited to reasonable expenses incurred in connection with the proceeding. Section 271B.8-560 of the KBCA provides that a Kentucky corporation may indemnify its officers, employees and agents to the same extent as directors. Indemnification against reasonable expenses incurred in connection with a proceeding is, unless otherwise limited by the corporation’s articles of incorporation, mandatory when a director or officer has been wholly successful on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation. A court of competent jurisdiction may also order indemnification if the director is fairly and reasonably entitled thereto in view of all relevant circumstances, whether or not he met the applicable standard of conduct or was adjudged liable to the corporation.

     The KBCA provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise. Additionally, the KBCA provides that a corporation may purchase and maintain insurance on behalf of directors, officers, employees or agents of the corporation against liability asserted against or incurred by such parties in their respective capacity with the corporation.

     Article X of the Registrant’s Amended and Restated Articles of Incorporation, as amended, and Article X of the Registrant’s Amended and Restated Bylaws provide indemnification of its directors, officers, employees and other agents to the maximum extent permitted by law.

Item 21. Exhibits.

See the index to exhibits that appears immediately following the signature pages of this Registration Statement.

Item 22. Undertakings.

A. 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 this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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 is 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
iii.	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
	Provided, however, that paragraphs A(1)(i) and A(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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.

B.

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 this 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.

C.

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 KBCA, the Amended and Restated Articles of Incorporation, as amended, and the Bylaws of the Registrant, 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 Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
D.	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.
E.	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.

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

RES-CARE, INC.
By:	*
	Ronald G. Geary
	Chairman, President & CEO

      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
*	Chairman of the Board	February 15, 2006
Ronald G. Geary	President Chief Executive Officer
	Director
/S/ David W. Miles	Vice President, Controller and	February 15, 2006
David W. Miles	Chief Financial Officer (Principal Accounting Officer)
*	Director	February 15, 2006
David Braddock
*	Director	February 15, 2006
Robert E. Hallagan
*	Director	February 15, 2006
Olivia F. Kirtley
*	Director	February 15, 2006
Robert M. LeBlanc
*	Director	February 15, 2006
Steven S. Reed
*	Director	February 15, 2006
E. Halsey Sandford

Signature	Title	Date
*	Director	February 15, 2006
Nigel S. Wright
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

GENERAL HEALTH CORPORATION
By:	*
	Ronald G. Geary
	President

      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
*	President	February 15, 2006
Ronald G. Geary	Principal Executive Officer Director
*	Director	February 15, 2006
Vincent F. Doran
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
David D. Rhodes
/S/ David W. Miles	Assistant Treasurer	February 15, 2006
David W. Miles	Principal Financial and Accounting Officer
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

ALTERNATIVE CHOICES, INC. COMMUNITY ADVANTAGE, INC. RES-CARE CALIFORNIA, INC. RES-CARE NEW MEXICO, INC. RES-CARE WASHINGTON, INC. RSCR CALIFORNIA, INC. NORMAL LIFE OF CALIFORNIA, INC. EDUCARE COMMUNITY LIVING      CORPORATION — NEVADA EDUCARE COMMUNITY LIVING      CORPORATION — NEW MEXICO
By:	*
	Ronald G. Geary
	President

      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
*	President	February 15, 2006
Ronald G. Geary	Principal Executive Officer Director
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
*	Director	February 15, 2006
David D. Rhodes
/S/ David W. Miles	Assistant Treasurer	February 15, 2006
David W. Miles	Principal Financial and Accounting Officer

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

ALTERNATIVE YOUTH SERVICES, INC.
By:	*
	Ronald G. Geary
	President

      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
*	President	February 15, 2006
Ronald G. Geary	Principal Executive Officer Director
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Dennis Roberts
*	Director	February 15, 2006
Mary D. Peters
*	Director	February 15, 2006
Allen G. Marchetti
*	Director	February 15, 2006
Paul G. Dunn
*	Director	February 15, 2006
James B. Harris
/S/ David W. Miles	Treasurer	February 15, 2006
David W. Miles	Principal Financial and Accounting Officer

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

BALD EAGLE ENTERPRISES, INC. PEOPLESERVE, INC. J. & J. CARE CENTERS, INC. ROCKCREEK, INC. RSCR INLAND, INC. BAKER MANAGEMENT, INC. HYDESBURG ESTATES, INC. SKYVIEW ESTATES, INC. EDUCARE COMMUNITY LIVING      CORPORATION — AMERICA PSI HOLDINGS, INC. VOCA CORPORATION OF AMERICA B.W.J. OPPORTUNITY CENTERS, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President	February 15, 2006
Ronald G. Geary	Principal Executive Officer Director
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
/S/ David W. Miles	Assistant Treasurer	February 15, 2006
David W. Miles	Principal Financial and Accounting Officer

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

CATX PROPERTIES, INC. CAPITAL TX INVESTMENTS, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President	February 15, 2006
Ronald G. Geary	Principal Executive Officer Director
*	Director	February 15, 2006
Paul G. Dunn
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
/s/ David W. Miles	Assistant Treasurer	February 15, 2006
David W. Miles	Principal Financial and Accounting Officer
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

SOUTHERN HOME CARE SERVICES, INC. CNC/ACCESS, INC. HEALTH SERVICES PERSONNEL, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President	February 15, 2006
Ronald G. Geary	Principal Executive Officer Director
*	Director	February 15, 2006
Allen G. Marchetti
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
*	Director	February 15, 2006
Martin J. Miller
/S/ David W. Miles	Assistant Treasurer	February 15, 2006
David W. Miles	Principal Financial and Accounting Officer

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

COMMUNITY ALTERNATIVES ILLINOIS, INC. COMMUNITY ALTERNATIVES INDIANA, INC. COMMUNITY ALTERNATIVES OF      WASHINGTON, D.C., INC. HABILITATION OPPORTUNITIES OF OHIO, INC. RES-CARE ILLINOIS, INC. RES-CARE NEW JERSEY, INC. RES-CARE OHIO, INC. NORMAL LIFE OF CENTRAL INDIANA, INC. NORMAL LIFE OF SOUTHERN INDIANA, INC. VOCA CORPORATION OF INDIANA VOCA CORPORATION OF MARYLAND VOCA CORPORATION OF NEW JERSEY VOCA CORPORATION OF OHIO
By:	*
	Ronald G. Geary
	President

     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
*	President	February 15, 2006
Ronald G. Geary	Principal Executive Officer Director
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
*	Director	February 15, 2006
Barbara A. Winters

Signature	Title	Date
/S/ David W. Miles	Assistant Treasurer	February 15, 2006
David W. Miles	Principal Financial and Accounting Officer
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

COMMUNITY ALTERNATIVES MISSOURI, INC. COMMUNITY ALTERNATIVES NEBRASKA, INC. COMMUNITY ALTERNATIVES VIRGINIA, INC. RES-CARE KANSAS, INC. RES-CARE OKLAHOMA, INC. RSCR WEST VIRGINIA, INC. INDIVIDUALIZED SUPPORTED LIVING, INC. UPWARD BOUND, INC. VOCA CORPORATION OF WEST VIRGINIA, INC. EDUCARE COMMUNITY LIVING      CORPORATION — MISSOURI
By:	*
	Ronald G. Geary
	President

     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
*	President	February 15, 2006
Ronald G. Geary	Principal Executive Officer Director
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
*	Director	February 15, 2006
Stephen Brunet
/S/ David W. Miles	Assistant Treasurer	February 15, 2006
David W. Miles	Principal Financial and Accounting Officer
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

COMMUNITY ALTERNATIVES TEXAS    PARTNER, INC. EDUCARE COMMUNITY LIVING — TEXAS    LIVING CENTERS, INC. EDUCARE COMMUNITY LIVING — NORMAL    LIFE, INC. EDUCARE COMMUNITY LIVING    CORPORATION — GULF COAST EDUCARE COMMUNITY LIVING    CORPORATION — TEXAS
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
*	Director	February 15, 2006
Jane Steur
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

NORMAL LIFE, INC. TEXAS HOME MANAGEMENT, INC. THM HOMES, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

RESCARE INTERNATIONAL, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Vincent F. Doran
/S/ David W. Miles	Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

CAREERS IN PROGRESS, INC. EDUCARE COMMUNITY LIVING    CORPORATION — NORTH CAROLINA NORMAL LIFE FAMILY SERVICES, INC. NORMAL LIFE OF GEORGIA, INC. NORMAL LIFE OF LAFAYETTE, INC. NORMAL LIFE OF LAKE CHARLES, INC. NORMAL LIFE OF LOUISIANA, INC. RES-CARE ALABAMA, INC. RES-CARE FLORIDA, INC. VOCA CORPORATION OF FLORIDA VOCA CORPORATION OF NORTH CAROLINA
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Allen G. Marchetti
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
/s/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
*/s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

VOCA RESIDENTIAL SERVICES, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Paul G. Dunn
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
*/s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

RES-CARE PREMIER, INC. TANGRAM REHABILITATION NETWORK, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
*	Director	February 15, 2006
Paul G. Chotkowski
/s/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

RES-CARE TRAINING TECHNOLOGIES, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Paul G. Dunn
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

YOUTHTRACK, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Dennis Roberts
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
/S/ David W. Miles	Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

RAISE GEAUGA, INC. VOCA CORP.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Barbara A. Winters
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

COMMUNITY ALTERNATIVES    PHARMACY, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Dennis Roberts
*	Director	February 15, 2006
Patrick Kelley
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Vincent F. Doran
*	Director	February 15, 2006
Paul G. Dunn
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

COMMUNITY ALTERNATIVES KENTUCKY,    INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Patrick Kelley
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Katherine W. Gilchrist
*	Director	February 15, 2006
Stephen Brunet
*	Director	February 15, 2006
Paul G. Dunn
*	Director	February 15, 2006
Mary D. Peters

Signature	Title	Date
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

THE CITADEL GROUP, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Michael D. Reibel
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Paul G. Dunn
*	Director	February 15, 2006
Patrick Kelley
*	Director	February 15, 2006
Katherine W. Gilchrist
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

BOLIVAR DEVELOPMENT TRAINING    CENTER, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Stephen Brunet
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

EMPLOY-ABILITY UNLIMITED, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Trustee	February 15, 2006
Ronald G. Geary
*	Trustee	February 15, 2006
Katherine W. Gilchrist
*	Trustee	February 15, 2006
Ralph G. Gronefeld, Jr.
/s/ David W. Miles	Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

VOCA OF INDIANA, LLC
By:	*
	Ronald G. Geary
	President and Manager

     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
*	President Principal Executive Officer Manager	February 15, 2006
Ronald G. Geary
*	Manager	February 15, 2006
Katherine W. Gilchrist
*	Manager	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Manager	February 15, 2006
Paul G. Dunn
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer Manager	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

ARBOR E&T, LLC
By:	*
	Ronald G. Geary
	President and Manager

     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
*	President Principal Executive Officer Manager	February 15, 2006
Ronald G. Geary
*	Manager	February 15, 2006
Vincent F. Doran
/S/ David W. Miles	Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

CREATIVE NETWORKS, L.L.C.
By:	*
	Ronald G. Geary
	President and Manager

     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
*	President Principal Executive Officer Manager	February 15, 2006
Ronald G. Geary
*	Manager	February 15, 2006
Katherine W. Gilchrist
*	Manager	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Manager	February 15, 2006
David D. Rhodes
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

EDUCARE COMMUNITY LIVING LIMITED    PARTNERSHIP
By:	Community Alternatives Texas Partner, Inc.
	Its General Partner
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director of Community Alternatives Texas Partner, Inc.	February 15, 2006
Ronald G. Geary
*	Director of Community Alternatives Texas Partner, Inc.	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director of Community Alternatives Texas Partner, Inc.	February 15, 2006
Jane Steur
*	Director of Community Alternatives Texas Partner, Inc.	February 15, 2006
Katherine W. Gilchrist
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

NORMAL LIFE OF INDIANA
By:	Normal Life of Central Indiana, Inc.
	Its General Partner
By:	*
	Ronald G. Geary
	President
By:	Normal Life of Southern Indiana, Inc.
	Its General Partner
By:	*
	Ronald G. Geary
	President

      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
*	President Principal Executive Officer Director of Normal Life of Central Indiana, Inc. and Normal Life of Southern Indiana, Inc.	February 15, 2006
Ronald G. Geary
*	Director of Normal Life of Central Indiana, Inc. and Normal Life of Southern Indiana, Inc.	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director of Normal Life of Central Indiana, Inc. and Normal Life of Southern Indiana, Inc.	February 15, 2006
Barbara A. Winters
*	Director of Normal Life of Central Indiana, Inc. and Normal Life of Southern Indiana, Inc.	February 15, 2006
Katherine Gilchrist

Signature	Title	Date
/S/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer of Normal Life of Central Indiana, Inc. and Normal Life of Southern Indiana, Inc.	February 15, 2006
David W. Miles
* /s/ David W. Miles
David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

RESCARE DTS INTERNATIONAL, LLC
By:	*
	Ronald G. Geary
	President and Manager

     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
*	President Principal Executive Officer Manager	February 15, 2006
Ronald G. Geary
*	Manager	February 15, 2006
Vincent F. Doran
/s/ David W. Miles	Assistant Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

PHARMACY ALTERNATIVES, LLC
By:	*
	Ronald G. Geary
	President and Manager

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
Ralph G. Gronefeld, Jr.
*	Director	February 15, 2006
Dennis Roberts
*	Director	February 15, 2006
Douglas Russell
*	Director	February 15, 2006
Brian Ullom
/s/ David W. Miles	Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on February 15, 2006.

RESCARE FINANCE, INC.
By:	*
	Ronald G. Geary
	President

     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
*	President Principal Executive Officer Director	February 15, 2006
Ronald G. Geary
*	Director	February 15, 2006
D. Ross Davison
/s/ David W. Miles	Director Treasurer Principal Financial and Accounting Officer	February 15, 2006
David W. Miles

* /s/ David W. Miles

David W. Miles, as attorney in fact for the indicated individual.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1	Purchase Agreement, dated September 23, 2005, by and among Res-Care, Inc., the Guarantors named therein, J.P. Morgan Securities Inc., Goldman, Sachs & Co., Jefferies & Company, Inc., Avondale Partners, LLC, NatCity Investments, Inc., First Analysis Securities Corporation and SunTrust Capital Markets, Inc.*
3.1	Amended and Restated Articles of Incorporation of the Registrant dated December 18, 1992 incorporating the Amendment to Amended and Restated Articles of Incorporation dated May 29, 1997. Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 is hereby incorporated by reference.
3.2	Articles of Amendment to the Registrant’s Articles of Incorporation dated June 23, 2004. Exhibits 3(i) and 4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 is hereby incorporated by reference.
3.3	Amended and Restated Bylaws of the Registrant. Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-50726) is hereby incorporated by reference.
3.4	Articles of Incorporation of Alternative Choices, Inc.**
3.5	Bylaws of Alternative Choices, Inc.**
3.6	Certificate of Incorporation of Alternative Youth Services, Inc.*
3.7	Bylaws of Alternative Youth Services, Inc.*
3.8	Articles of Organization of Arbor E&T, LLC**
3.9	Operating Agreement of Arbor E&T, LLC**
3.10	Articles of Incorporation of B.W.J Opportunity Centers, Inc.**
3.11	Bylaws of B.W.J Opportunity Centers, Inc.**
3.12	Articles of Incorporation of Baker Management, Inc.**
3.13	Bylaws of Baker Management, Inc.**
3.14	Articles of Incorporation of Bald Eagle Enterprises, Inc.**
3.15	Bylaws of Bald Eagle Enterprises, Inc.**
3.16	Articles of Incorporation of Bolivar Developmental Training Center, Inc.**
3.17	Bylaws of Bolivar Developmental Training Center, Inc.**
3.18	Certificate of Incorporation of Capital TX Investments, Inc.*
3.19	Bylaws of Capital TX Investments, Inc.*
3.20	Articles of Incorporation of Careers in Progress, Inc.**
3.21	Bylaws of Careers in Progress, Inc.**
3.22	Certificate of Incorporation of CATX Properties, Inc.*
3.23	Bylaws of CATX Properties, Inc.*
3.24	Articles of Incorporation of CNC/Access, Inc.**
3.25	Bylaws of CNC/Access, Inc.**
3.26	Certificate of Incorporation of Community Advantage, Inc.*
3.27	Bylaws of Community Advantage, Inc.*
3.28	Certificate of Incorporation of Community Alternatives Illinois, Inc.*
3.29	Bylaws of Community Alternatives Illinois, Inc.*
3.30	Certificate of Incorporation of Community Alternatives Indiana, Inc.*
3.31	Bylaws of Community Alternatives Indiana, Inc.*
3.32	Certificate of Incorporation of Community Alternatives Kentucky, Inc.*
3.33	Bylaws of Community Alternatives Kentucky, Inc.*
3.34	Articles of Incorporation of Community Alternatives Missouri, Inc.**
3.35	Bylaws of Community Alternatives Missouri, Inc.**
3.36	Certificate of Incorporation of Community Alternatives Nebraska, Inc.*
3.37	Bylaws of Community Alternatives Nebraska, Inc.*
3.38	Certificate of Incorporation of Community Alternatives Pharmacy, Inc.*
3.39	Bylaws of Community Alternatives Pharmacy, Inc.*
3.40	Certificate of Incorporation of Community Alternatives Texas Partner, Inc.*
3.41	Bylaws of Community Alternatives Texas Partner, Inc.*
3.42	Certificate of Incorporation of Community Alternatives Virginia, Inc.*
3.43	Bylaws of Community Alternatives Virginia, Inc.*
3.44	Articles of Incorporation of Community Alternatives of Washington, D.C., Inc.**
3.45	Bylaws of Community Alternatives of Washington, D.C., Inc.**
3.46	Articles of Organization of Creative Networks, L.L.C.**
3.47	Operating Agreement of Creative Networks, L.L.C.**
3.48	Articles of Incorporation of EduCare Community Living-Normal Life, Inc.**
3.49	Bylaws of EduCare Community Living-Normal Life, Inc.**

Exhibit Number	Description of Exhibit
3.50	Articles of Incorporation of EduCare Community Living-Texas Living Centers, Inc.**
3.51	Bylaws of EduCare Community Living-Texas Living Centers, Inc.**
3.52	Certificate of Incorporation of EduCare Community Living Corporation-America**
3.53	Bylaws of EduCare Community Living Corporation-America**
3.54	Articles of Incorporation of EduCare Community Living Corporation-Gulf Coast**
3.55	Bylaws of EduCare Community Living Corporation-Gulf Coast**
3.56	Articles of Incorporation of EduCare Community Living Corporation-Missouri**
3.57	Bylaws of EduCare Community Living Corporation-Missouri**
3.58	Articles of Incorporation of EduCare Community Living Corporation-Nevada**
3.59	Bylaws of EduCare Community Living Corporation-Nevada**
3.60	Articles of Incorporation of EduCare Community Living Corporation-New Mexico**
3.61	Bylaws of EduCare Community Living Corporation-New Mexico**
3.62	Articles of Incorporation of EduCare Community Living Corporation-North Carolina**
3.63	Bylaws of EduCare Community Living Corporation-North Carolina**
3.64	Articles of Incorporation of EduCare Community Living Corporation-Texas**
3.65	Bylaws of EduCare Community Living Corporation-Texas**
3.66	Partnership Agreement of EduCare Community Living Limited Partnership**
3.67	Articles of Incorporation of Employ-Ability Unlimited, Inc.**
3.68	Regulations of Employ-Ability Unlimited, Inc.**
3.69	Articles of Incorporation of General Health Corporation**
3.70	Bylaws of General Health Corporation**
3.71	Articles of Incorporation of Habilitation Opportunities of Ohio, Inc.**
3.72	Regulations of Habilitation Opportunities of Ohio, Inc.**
3.73	Articles of Incorporation of Health Services Personnel, Inc.**
3.74	Bylaws of Health Services Personnel, Inc.**
3.75	Articles of Incorporation of Hydesburg Estates, Inc.**
3.76	Bylaws of Hydesburg Estates, Inc.**
3.77	Articles of Incorporation of Individualized Supported Living, Inc.**
3.78	Bylaws of Individualized Supported Living, Inc.**
3.79	Articles of Incorporation of J. & J. Care Centers, Inc.**
3.80	Bylaws of J. & J. Care Centers, Inc.**
3.81	Articles of Incorporation of Normal Life Family Services, Inc.**
3.82	Bylaws of Normal Life Family Services, Inc.**
3.83	Articles of Incorporation of Normal Life of California, Inc.**
3.84	Bylaws of Normal Life of California, Inc.**
3.85	Articles of Incorporation of Normal Life of Central Indiana, Inc.**
3.86	Bylaws of Normal Life of Central Indiana, Inc.**
3.87	Articles of Incorporation of Normal Life of Georgia, Inc.**
3.88	Bylaws of Normal Life of Georgia, Inc.**
3.89	Partnership Agreement of Normal Life of Indiana (general partnership)**
3.90	Articles of Incorporation of Normal Life of Lafayette, Inc.**
3.91	Bylaws of Normal Life of Lafayette, Inc.**
3.92	Articles of Incorporation of Normal Life of Lake Charles, Inc.**

Exhibit Number	Description of Exhibit
3.93	Bylaws of Normal Life of Lake Charles, Inc.**
3.94	Articles of Incorporation of Normal Life of Louisiana, Inc.**
3.95	Bylaws of Normal Life of Louisiana, Inc.**
3.96	Articles of Incorporation of Normal Life of Southern Indiana, Inc.**
3.97	Bylaws of Normal Life of Southern Indiana, Inc.**
3.98	Articles of Incorporation of Normal Life, Inc.**
3.99	Bylaws of Normal Life, Inc.**
3.100	Articles of Incorporation of P.S.I. Holdings, Inc.**
3.101	Regulations of P.S.I. Holdings, Inc.**
3.102	Certificate of Incorporation of PeopleServe, Inc.**
3.103	Bylaws of PeopleServe, Inc.**
3.104	Articles of Organization of Pharmacy Alternatives, LLC**
3.105	Operating Agreement of Pharmacy Alternatives, LLC**
3.106	Certificate of Incorporation of RAISE Geauga, Inc.**
3.107	Regulations of RAISE Geauga, Inc.**
3.108	Certificate of Incorporation of Res-Care Alabama, Inc.*
3.109	Bylaws of Res-Care Alabama, Inc.*
3.110	Certificate of Incorporation of Res-Care California, Inc.*
3.111	Bylaws of Res-Care California, Inc.*
3.112	Certificate of Formation of Res-Care DTS International, LLC**
3.113	Limited Liability Company Agreement of Res-Care DTS International, LLC**
3.114	Certificate of Incorporation of Res-Care Florida, Inc.**
3.115	Bylaws of Res-Care Florida, Inc.**
3.116	Certificate of Incorporation of Res-Care Illinois, Inc.*
3.117	Bylaws of Res-Care Illinois, Inc.*
3.118	Certificate of Incorporation of Res-Care International, Inc.*
3.119	Bylaws of Res-Care International, Inc.*
3.120	Certificate of Incorporation of Res-Care Kansas, Inc.*
3.121	Bylaws of Res-Care Kansas, Inc.*
3.122	Certificate of Incorporation of Res-Care New Jersey, Inc.*
3.123	Bylaws of Res-Care New Jersey, Inc.*
3.124	Certificate of Incorporation of Res-Care New Mexico, Inc.*
3.125	Bylaws of Res-Care New Mexico, Inc.*
3.126	Certificate of Incorporation of Res-Care Ohio, Inc.*
3.127	Bylaws of Res-Care Ohio, Inc.*
3.128	Certificate of Incorporation of Res-Care Oklahoma, Inc.*
3.129	Bylaws of Res-Care Oklahoma, Inc.*
3.130	Certificate of Incorporation of Res-Care Premier, Inc.*
3.131	Bylaws of Res-Care Premier, Inc.*
3.132	Certificate of Incorporation of Res-Care Training Technologies, Inc.*
3.133	Bylaws of Res-Care Training Technologies, Inc.*
3.134	Certificate of Incorporation of Res-Care Washington, Inc.*
3.135	Bylaws of Res-Care Washington, Inc.*
3.136	Certificate of Incorporation of ResCare Finance, Inc.*
3.137	Bylaws of ResCare Finance, Inc.*
3.138	Articles of Incorporation of Rockcreek, Inc.**

Exhibit Number	Description of Exhibit
3.139	Bylaws of Rockcreek, Inc.**
3.140	Certificate of Incorporation of RSCR California, Inc.*
3.141	Bylaws of RSCR California, Inc.*
3.142	Articles of Incorporation of RSCR Inland, Inc.**
3.143	Bylaws of RSCR Inland, Inc.**
3.144	Certificate of Incorporation of RSCR West Virginia, Inc.*
3.145	Bylaws of RSCR West Virginia, Inc.*
3.146	Articles of Incorporation of Skyview Estates, Inc.**
3.147	Bylaws of Skyview Estates, Inc.**
3.148	Articles of Incorporation of Southern Home Care Services, Inc.**
3.149	Bylaws of Southern Home Care Services, Inc.**
3.150	Articles of Incorporation of Tangram Rehabilitation Network, Inc.**
3.151	Bylaws of Tangram Rehabilitation Network, Inc.**
3.152	Certificate of Incorporation of Texas Home Management, Inc.*
3.153	Bylaws of Texas Home Management, Inc.*
3.154	Certificate of Incorporation of The Academy for Individual Excellence, Inc.*
3.155	Bylaws of The Academy for Individual Excellence, Inc.*
3.156	Articles of Incorporation of The Citadel Group, Inc.**
3.157	Bylaws of The Citadel Group, Inc.**
3.158	Certificate of Incorporation of THM Homes, Inc.*
3.159	Bylaws of THM Homes, Inc.*
3.160	Articles of Incorporation of Upward Bound, Inc.**
3.161	Bylaws of Upward Bound, Inc.**
3.162	Articles of Incorporation of VOCA Corp.**
3.163	Regulations of VOCA Corp.**
3.164	Articles of Incorporation of VOCA Corporation of America**
3.165	Regulations of VOCA Corporation of America**
3.166	Articles of Incorporation of VOCA Corporation of Florida**
3.167	Bylaws of VOCA Corporation of Florida**
3.168	Articles of Incorporation of VOCA Corporation of Indiana**
3.169	Bylaws of VOCA Corporation of Indiana**
3.170	Articles of Incorporation of VOCA Corporation of Maryland**
3.171	Bylaws of VOCA Corporation of Maryland**
3.172	Certificate of Incorporation of VOCA Corporation of New Jersey**
3.173	Bylaws of VOCA Corporation of New Jersey**
3.174	Articles of Incorporation of VOCA Corporation of North Carolina**
3.175	Bylaws of VOCA Corporation of North Carolina**
3.176	Articles of Incorporation of VOCA Corporation of Ohio**
3.177	Regulations of VOCA Corporation of Ohio**
3.178	Articles of Incorporation of VOCA Corporation of West Virginia, Inc.**
3.179	Bylaws of VOCA Corporation of West Virginia, Inc.**
3.180	Articles of Organization of VOCA of Indiana, LLC**
3.181	Operating Agreement of VOCA of Indiana, LLC**
3.182	Articles of Incorporation of VOCA Residential Services, Inc.**
3.183	Regulations of VOCA Residential Services, Inc.**
3.184	Certificate of Incorporation of Youthtrack, Inc.*
3.185	Bylaws of Youthtrack, Inc.*

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of the Registrant dated December 18, 1992 incorporating the Amendment to Amended and Restated Articles of Incorporation dated May 29, 1997. Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998 is hereby incorporated by reference.
4.2	Articles of Amendment to the Registrant’s Articles of Incorporation dated June 23, 2004. Exhibits 3(i) and 4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 is hereby incorporated by reference.
4.3	Amended and Restated Bylaws of the Registrant. Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-50726) is incorporated by reference.
4.4	Article VI of the Articles of Incorporation of the Registrant, which describes the preferences, limitations and relative rights of the various classes and series of the Registrant’s shares, is included in Exhibits 3.1 and 3.2.
4.5	Preferred Stock Purchase Agreement, dated as of March 10, 2004, by and between the Registrant and Onex Partners LP, Onex American Holdings III, LLC, Onex U.S. Principals LP, Res-Care Executive Investco LLC. Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 is hereby incorporated by reference.
4.6	Registration Rights Agreement by and among the Registrant and Onex Partners LP, Onex American Holdings III, LLC, Onex U.S. Principals LP and Res-Care Executive Investco LLC dated as of March 10, 2004. Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 is hereby incorporated by reference.
4.7	Indenture dated October 3, 2005, by and among the Registrant, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee, relating to the Registrant’s 73/4% Senior Notes due 2013. Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 is hereby incorporated by reference.
4.8	Registration Rights Agreement dated October 3, 2005, by and among the Registrant, the Subsidiary Guarantors party thereto and the initial purchasers named therein, relating to the Registrant’s 73/4% Senior Notes due 2013. Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 is hereby incorporated by reference.
5	Opinion of Frost Brown Todd LLC regarding the validity of the exchange notes and certain related guarantees.*
10.1	Amendment to Employment Agreement between the Registrant and Ronald G. Geary dated as of October 26, 1995, and amended December 31, 2002. Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 is hereby incorporated by reference.
10.2	Management Services Agreement between Onex Partners Manager LP and the Registrant dated June 23, 2004. Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 is hereby incorporated by reference.
10.3	Shareholders Voting Agreement between Ronald G. Geary and Onex Partners LP dated June 23, 2004 and related proxy. Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 23, 2004 is hereby incorporated by reference.
10.4	Amended and Restated Credit Agreement, dated as of October 3, 2005, among the Registrant, the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, National City Bank of Kentucky, as Syndication Agent, and General Electric Capital Corporation and U.S. Bank National Association, as Documentation Agents, and J.P. Morgan Securities Inc., as Lead Arranger and Sole Book Runner. Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 is hereby incorporated by reference.
10.5	Indenture dated October 3, 2005, by and among the Registrant, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee, relating to the Registrant’s 73/4% Senior Notes due 2013. Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 is hereby incorporated by reference.

Exhibit Number	Description of Exhibit
10.6	Registration Rights Agreement dated October 3, 2005, by and among the Registrant, the Subsidiary Guarantors party thereto and the initial purchasers named therein, relating to the Registrant’s 73/4% Senior Notes due 2013. Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 is hereby incorporated by reference.
10.7	Res-Care, Inc. 2005 Omnibus Incentive Compensation Plan. Exhibit 10.1 to Form S-8 Registration Statement (Reg. No. 333-126282) filed June 30, 2005 is hereby incorporated by reference.
10.8	Form of Restricted Stock Award Agreement. Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 is hereby incorporated by reference.
10.9	Employment Agreement between the Registrant and Vincent F. Doran. Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2005 is hereby incorporated by reference.
10.10	Employment Agreement between the Registrant and Paul G. Dunn. Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on August 5, 2005 is hereby incorporated by reference.
10.11	Employment Agreement between the Registrant and Katherine W. Gilchrist. Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed on August 5, 2005 is hereby incorporated by reference.
10.12	Employment Agreement between the Registrant and Ralph G. Gronefeld, Jr. Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed on August 5, 2005 is hereby incorporated by reference.
10.13	Form of Stock Option Agreement. Exhibit 10.16 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 2004 is hereby incorporated by reference.
10.14	Form of Non-Employee Director Stock Option Agreement. Exhibit 10.17 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 2004 is hereby incorporated by reference.
12	Statements re computation of ratios.*
21	Subsidiaries of the Registrant. Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (File No. 000-20372) for the year ended December 31, 2004 is hereby incorporated by reference.
23.1	Consent of KPMG LLP.*
23.2	Consent of Frost Brown Todd LLC (contained in their opinion filed as Exhibit 5).

Exhibit Number	Description of Exhibit
24	Powers of Attorney (included on the signature pages of this Registration Statement).*
25	Statement of Eligibility of Trustee.*
99.1	Letter of Transmittal.**
99.2	Notice of Guaranteed Delivery.**
99.3	Letter to Clients.**
99.4	Letter to Brokers.**
99.5	Instructions to Registered Holders.**
*	Filed previously.
**	Filed herewith.

EX-3.4

Exhibit 3.4

ARTICLES OF INCORPORATION

OF

ALTERNATIVE CHOICES, INC.

I

     The name of this Corporation is:

Alternative Choices, 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 is:

McPeters, McAlearney & Shimoff

A Professional Corporation

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 1,000,000.

V

     The liability of the Directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

     The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the Corporation and shareholders through bylaw provisions or through agreements; with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the halts on such excess indemnification set forth in Section 204 of the California Corporations Code.

Dated: March 15, 1991

/s/ Daniel T. Hatt Daniel T. Hatt

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EX-3.5

Exhibit 3.5

BYLAWS

OF

ALTERNATIVE CHOICES, INC.

TABLE OF CONTENTS

ARTICLE I OFFICES	1
Section 1.01 PRINCIPAL OFFICES	1
Section 1.02 OTHER OFFICES	1
ARTICLE II MEETINGS OF SHAREHOLDERS	1
Section 2.01 PLACE OF MEETINGS	1
Section 2.02 ANNUAL MEETINGS	1
Section 2.03 SPECIAL MEETINGS	1
Section 2.04 NOTICE OF SHAREHOLDERS’ MEETINGS	2
Section 2.05 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	2
Section 2.06 QUORUM	3
Section 2.07 ADJOURNED MEETING; NOTICE	3
Section 2.08 VOTING	3
Section 2.09 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS	4
Section 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	4
Section 2.11 RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS	4
Section 2.12 PROXIES	5
Section 2.13 INSPECTORS OF ELECTION	5
ARTICLE III DIRECTORS	6
Section 3.01 POWERS	6
Section 3.02 NUMBER AND QUALIFICATION OF DIRECTORS	7
Section 3.03 ELECTION AND TERM OF OFFICE OF DIRECTORS	7
Section 3.04 VACANCIES	7
Section 3.05 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE	8
Section 3.06 ANNUAL MEETING	8
Section 3.07 OTHER REGULAR MEETINGS	8
Section 3.08 SPECIAL MEETINGS	8
Section 3.09 QUORUM	9
Section 3.10 WAIVER OF NOTICE	9
Section 3.11 ADJOURNMENT	9
Section 3.12 NOTICE OF ADJOURNMENT	9
Section 3.13 ACTION WITHOUT A MEETING	9
Section 3.14 FEES AND COMPENSATION OF DIRECTORS	9
Section 3.15 MANIFESTATION OF DISSENT	10
ARTICLE IV COMMITTEES	10
Section 4.01 COMMITTEES OF DIRECTORS	10

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Section 4.02 MEETINGS AND ACTION OF COMMITTEES	10
ARTICLE V OFFICERS	11
Section 5.01 OFFICERS	11
Section 5.02 ELECTION OF OFFICERS	11
Section 5.03 SUBORDINATE OFFICERS	11
Section 5.04 REMOVAL AND RESIGNATION OF OFFICERS	11
Section 5.05 VACANCIES IN OFFICES	11
Section 5.06 CHAIRMAN OF THE BOARD	12
Section 5.07 PRESIDENT	12
Section 5.08 VICE PRESIDENTS	12
Section 5.09 SECRETARY	12
Section 5.10 CHIEF FINANCIAL OFFICER	12
Section 5.11 REIMBURSEMENT OF DISALLOWED PAYMENTS	13
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS	13
Section 6.01 AGENTS, PROCEEDINGS, AND EXPENSES	13
Section 6.02 ACTIONS OTHER THAN BY THE CORPORATION	13
Section 6.03 ACTIONS BY THE CORPORATION	14
Section 6.04 SUCCESSFUL DEFENSE BY AGENT	14
Section 6.05 REQUIRED APPROVAL	14
Section 6.06 ADVANCE OF EXPENSES	15
Section 6.07 OTHER CONTRACTUAL RIGHTS	15
Section 6.08 LIMITATIONS	15
Section 6.09 INSURANCE	15
Section 6.10 FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN	15
ARTICLE VII RECORDS AND REPORTS	16
Section 7.01 MAINTENANCE AND INSPECTION OF SHARE REGISTER	16
Section 7.02 MAINTENANCE AND INSPECTION OF BYLAWS	16
Section 7.03 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS	16
Section 7.04 INSPECTION BY DIRECTORS	17
Section 7.05 ANNUAL REPORT TO SHAREHOLDERS	17
Section 7.06 FINANCIAL STATEMENTS	17
Section 7.07 ANNUAL STATEMENT OF GENERAL INFORMATION	18
ARTICLE VIII GENERAL CORPORATE MATTERS	18
Section 8.01 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING	18
Section 8.02 CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS	18

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Section 8.03 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS	18
Section 8.04 CERTIFICATES FOR SHARES	19
Section 8.05 LOST CERTIFICATES	19
Section 8.06 REPRESENTATION OF SHARES OF OTHER CORPORATIONS	19
Section 8.07 CONSTRUCTION AND DEFINITIONS	19
ARTICLE IX AMENDMENTS	20
Section 9.01 AMENDMENT BY SHAREHOLDERS	20
Section 9.02 AMENDMENT BY DIRECTORS	20

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BYLAWS

OF

ALTERNATIVE CHOICES, INC.

ARTICLE I

OFFICES

     Section 1.01 PRINCIPAL OFFICES. The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the Corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal office in the State of California.

     Section 1.02 OTHER OFFICES. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

     Section 2.01 PLACE OF MEETINGS. Meetings of Shareholders shall be held at any place within or outside the State of California designated by resolution of the Board of Directors. In the absence of any such designation, Shareholders’ meetings shall be held at such place as may be designated in the notice of the meeting, or if no such place is designated, then at the principal executive office of the Corporation.

     Section 2.02 ANNUAL MEETINGS. 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 2.03 SPECIAL MEETINGS. A special meeting of the Shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

     If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting, the place 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 telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President, or the Secretary of the Corporation. The Officer receiving the request shall cause notice to be promptly given to the Shareholders entitled to vote, in accordance with the provisions of Sections 2.04 and 2.05, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-

1

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 receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.03 shall be construed as limiting, fixing, or affecting the time when or the place where a meeting of Shareholders called by action of the Board of Directors may be held.

     Section 2.04 NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 2.05 not less than ten (10), or if sent by third class mail thirty (30), nor more than sixty (60) days before the date of the meeting. ‘The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the Shareholders. The notice of any meeting at which Directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

     If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a Directors has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the Corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

     Section 2.05 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of Shareholders shall be given either personally or by first class mail (or, if the Corporation shall have outstanding shares held of record by 500 or more persons on the record date, notice may be sent by third class mail) or telegraphic or other written communication, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Corporation or given by the Shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation’s books or is given, notice shall be deemed to have been given if sent to that Shareholder by first class mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in the newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

     If any notice addressed to a Shareholder at the address of that 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 to the Shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the Shareholder on 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.

2

     An affidavit of the mailing or other means of giving any notice of any Shareholder’s meeting shall be executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.

     Section 2.06 QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of Shareholders shall constitute a quorum for the transaction of business. 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.

     Section 2.07 ADJOURNED MEETING; NOTICE. Any Shareholders’ meeting, annual or special, 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 that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.06.

     When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a 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, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.04 and 2.05. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

     Section 2.08 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 Corporations Code of California (relating to voting shares held by a fiduciary, in the name of a Corporation, or in joint ownership.). The Shareholder’s vote may be by voice vote or by ballot; provided, however, that any election for Directors must be by ballot if demanded by any Shareholder before the voting has begun. On any matter other than elections of Directors, any Shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the Shareholder fails to specify the number of shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to all shares that the Shareholder is entitled to vote. Except as provided in Section 2.06, 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 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 California General Corporation Law, by the Articles of Incorporation, or by the Bylaws.

     At a Shareholders’ meeting at which Directors are to be elected, no Shareholder shall be entitled to cumulate votes, i.e. cast for any candidate a number of votes greater than the number of votes which such Shareholder normally is entitled to cast, unless the candidates’ names have

3

been placed in nomination prior to commencement of the voting and a Shareholder has given notice prior to commencement of the voting of the Shareholder’s intention to cumulate votes. If any Shareholder has given such a notice, then every Shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which that 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. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.

     Section 2.09 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of Shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was 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. Any waiver of notice, consent to the holding of a meeting, or approval of the minutes thereof, need not specify either the business to be transacted at or the purpose of any annual or special meeting of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.04, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute 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, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that 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 is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of approval of (i) contracts or transactions in which a Director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnifications of agents of the Corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

     Section 2.11 RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS. For purposes of determining the Shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor

4

less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only Shareholders of record at the close of business on the date so fixed are entitled to notice and to vote or to give consents, 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 California General Corporation Law.

     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, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

     Section 2.12 PROXIES. Every person entitled to vote for Directors or on any other matter 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 signed if the Shareholder’s name is placed on the proxy, whether by manual signature, typewriting, telegraphic transmission, or otherwise, by the Shareholder or the Shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, 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 presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy; or (ii) written notice of the death or incapacity .of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, 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 Corporations Code of California.

     Section 2.13 INSPECTORS OF ELECTION. Before any meeting of Shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any Shareholder or a Shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more Shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may,

5

and upon the request of any Shareholder or a Shareholder’s proxy shall, appoint a person to fill that vacancy.

     These inspectors shall:

          (a) 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;

          (b) Receive votes, ballots, or consents;

          (c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;

          (d) Count and tabulate all votes or consents

          (e) Determine when the polls shall close;

          (f) Determine the result; and

          (g) Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

ARTICLE III

DIRECTORS

     Section 3.01 POWERS. Subject to the provisions of the California General Corporation Law 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, 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.

     Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:

          (a) Select and remove all Officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service.

          (b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any Shareholders’ meeting, or meetings, including annual meetings.

6

          (c) Adopt, make, and use a corporate seal; prescribe the. forms of certificates of stock; and alter the form of the seal and certificates.

          (d) Authorize the issuance of shares of stock of the Corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.

          (e) Borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

          (f) Dismiss any employee (whether regular or temporary) and terminate his employment, regardless of the period of employment, whether express or implied, without liability to the Corporation, other than for compensation for services actually performed to the time of dismissal and prorated, if that be necessary, at the rates provided for in the contract, or otherwise agreed upon or payable; and, regardless of whether so stated in the contract or at the time of hiring, the power of the Board of Directors to dismiss an employee as herein provided shall be deemed a part of every employment and every contract of employment, whether such contract of employment be written or oral; and no office, superintendent, or other representative of the Corporation shall have any authority to employ any person other than upon and subject to the right of the Board to terminate the employment at any time, without liability resulting therefrom; provided, further, the Board shall have power to waive such right of dismissal in any hiring for a period of not in excess of one year when the contract is in writing and shall have been expressly authorized by resolution of the Board.

          (g) Delegate to any superintendent or other employee or agent of the Corporation the enforcement of the rules and regulations of the Corporation, and the determination of all matters of a ministerial nature.

     Section 3.02 NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors shall be one (1) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

     Section 3.03 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the 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.

     Section 3.04 VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled by the Shareholders only in a manner specified in the California General Corporation Law. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

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     A vacancy or vacancies on the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, 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 the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

     The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors in the manner provided for elsewhere in these Bylaws. Any Director may resign effective on 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 that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

     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 3.05 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. 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. In the absence of such a designation, regular meetings shall be held at any place designated in the notice of the meeting, or if there is no notice, at the principal executive office of the Corporation. Special meetings of the Board 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 there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another and all such Directors shall be deemed to be present in person at the meeting.

     Section 3.06 ANNUAL MEETING. Immediately following each annual meeting of Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, any desired election of Officers, and the transaction of other business. Notice of this meeting shall not be required.

     Section 3.07 OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

     Section 3.08 SPECIAL MEETINGS. 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.

     Notice of the time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first class mail, mailgram, or telegram, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it. shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered

8

personally, or by telephone, mailgram, or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the Corporation.

     Section 3.09 QUORUM. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.11. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the Corporations Code of California as to approval of contracts or transactions in which a Director has a direct or indirect material financial interest, Section 311 of that Code as to appointment of committees, and Section 317(e) of that Code as to indemnification of Directors. A meeting at which -a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

     Section 3.10 WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called or 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. The waiver of notice of consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement, the lack of notice to that Director.

     Section 3.11 ADJOURNMENT. A majority of the Directors present whether or not constituting a quorum may adjourn any meeting to another time and place.

     Section 3.12 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 3.08, to the Directors who were not present at the time of the adjournment.

     Section 3.13 ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

     Section 3.14 FEES AND COMPENSATION OF DIRECTORS. Directors and members of the 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

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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 3.15 MANIFESTATION OF DISSENT. 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 promptly after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE IV

COMMITTEES

     Section 4.01 COMMITTEES OF DIRECTORS. 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. The Board 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 committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

          (a) the approval of any action which, under the General Corporation Law of California, also requires Shareholders’ approval or approval of the outstanding shares;

          (b) the filling of vacancies on the Board of Directors or in any committee;

          (c) the fixing of compensation of the Directors for serving on the Board or on any committee;

          (d) the amendment or repeal of Bylaws or the adoption of new Bylaws;

          (e) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

          (f) a distribution to the Shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

          (g) the appointment of any other committees of the Board of Directors or the members of these committees.

     Section 4.02 MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.05 regarding place of meetings, Section 3.08 regarding special meetings and notice, Section 3.09 regarding quorum, Section 3.10 regarding waiver of

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notice, Section 3.11 regarding adjournment, Section 3.12 regarding notice of adjournment, and Section 3.13 regarding action without meeting, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members being implied, except 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. Special meetings of committees may also be called by resolution of the Board of Directors, and 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.

ARTICLE V

OFFICERS

     Section 5.01 OFFICERS. The Officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more assistant treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 5.03. Any number of offices may be held by the same person.

     Section 5.02 ELECTION OF OFFICERS. The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Section 5.03 or 5.05, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the right, if any, of an Officer under any written contract of employment.

     Section 5.03 SUBORDINATE OFFICERS. The Board of Directors may appoint, and may empower the President to 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 the Bylaws or as the Board of Directors may from time to time determine.

     Section 5.04 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an Officer under any written contract of employment, any Officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, 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 by giving written notice to the Corporation. Any 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. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party.

     Section 5.05 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 that office.

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     Section 5.06 CHAIRMAN OF THE BOARD. The Chairman of the Board, 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 to him by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5.07.

     Section 5.07 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. 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 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 5.08 VICE PRESIDENTS. In the absence or disability of the 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 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, the Bylaws, the President, and the Chairman of the Board.

     Section 5.09 SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of Directors, and Shareholders, with the time and place of holding, the notice given, whether regular or special, and, if special, how authorized, the names of those present at Directors’ meetings or committee meetings, the number of shares present or represented at Shareholders’ meetings, and the proceedings.

     The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by 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 law or by the Bylaws to be given, and the Secretary 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 the Bylaws.

     Section 5.10 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

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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 at all reasonable times be open to inspection by any Director.

     The Chief Financial Officer shall deposit all moneys 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 of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

     Section 5.11 REIMBURSEMENT OF DISALLOWED PAYMENTS. Any payments made to an Officer, Director, or employee of the Corporation, including without limitation salary payments, commissions, bonuses, interest payments, or reimbursements for business or entertainment expenses incurred by him, that shall be disallowed for federal or state income tax purposes in whole or in part as a deductible expense of the Corporation, shall be reimbursed to the Corporation by such Officer, Director, or employee to the full extent of the disallowance within ninety (90) days after the Corporation has been notified of the disallowed amount. It shall be the duty of the Board of Directors to enforce payment of each amount disallowed. In lieu of payment by the Officer, Director, or employee, the Board of Directors of the Corporation may withhold up to fifty percent (50%) of any future salary payments or other payments due such Officer, Director, or employee until the amount owed the Corporation has been recovered.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS

     Section 6.01 AGENTS, PROCEEDINGS, AND EXPENSES. For the purpose of this Article, “agent” means any person who is or was a Director, Officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a Director,

     Officer, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise, or was a Director, Officer, employee, or agent of a foreign or domestic Corporation which was a predecessor Corporation of this Corporation or of another enterprise at the request of such predecessor Corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” included, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Section 6.04 or 6.05(c).

     Section 6.02 ACTIONS OTHER THAN BY THE CORPORATION. This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding, other than an action by or in the right of this Corporation to procure judgment in its favor, by reason of the fact that such person is or was an agent of this Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that person

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reasonably believed to be in the best interests of this Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any 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 the person reasonably believed to be in the best interests of this Corporation or that the person had reasonable cause to believe that his conduct was unlawful.

     Section 6.03 ACTIONS BY THE CORPORATION. This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 6.03:

          (a) In respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to this Corporation in the performance of that person’s duty to this Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine;

          (b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

          (c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

     Section 6.04 SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in Sections 6.02 or 6.03, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

     Section 6.05 REQUIRED APPROVAL. Except as provided in Section 6.04, any indemnification under this Article shall be made by this Corporation only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 6.02 or 6.03, by:

          (a) A majority vote of a quorum consisting of Directors who are not parties to the proceeding;

          (b) Approval by the affirmative vote of a majority of the shares of this Corporation entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of holders of a majority of the outstanding shares entitled to vote. For this

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purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or

          (c) The court in which the proceeding is or was pending, on application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this Corporation.

     Section 6.06 ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by this Corporation before the final disposition of the proceeding on receipt of’ any undertaking by or on behalf of the agent to repay the amount of the advance unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

     Section 6.07 OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall affect any right to indemnification to which persons other than Directors and Officers of this Corporation or any subsidiary hereof may be entitled by contract or otherwise.

     Section 6.08 LIMITATIONS. No indemnification or advance shall be made under this Article, except as provided in Section 6.04 or 6.05(c), in any circumstance where it appears:

          (a) That it would be inconsistent with a provision of the articles, a resolution of the Shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

          (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

     Section 6.09 INSURANCE. Upon and in the event of a determination by the Board of Directors of this Corporation to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this section.

     Section 6.10 FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. Except as provided in this section, this Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan or trust in that person’s capacity as such, even though that person may also be an agent of the Corporation as defined in Section 6.01. Upon and in the event of a determination by the Board of Directors of this Corporation to so indemnify, this Corporation shall indemnify such a trustee, investment manager, or other fiduciary to the maximum extent permitted by law. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law other than this Article.

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     Upon and in the event of a determination by the Board of Directors of this Corporation to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any trustee, investment manager, or other fiduciary of an employee benefit plan or trust in that person’s capacity as such, against any liability asserted against or incurred by the trustee investment manager, or other fiduciary in such capacity or arising out of the trustee, investment advisor, or other fiduciary’s status as such, whether or not this Corporation would have the power to indemnify such fiduciary against that liability under the provisions of this section.

ARTICLE VII

RECORDS AND REPORTS

     Section 7.01 MAINTENANCE AND INSPECTION OF SHARE REGISTER. 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 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 may (i) inspect and copy the records of Shareholders’ names and addresses and shareholdings during usual business hours on five (5) days prior written demand on the Corporation, and (ii) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the names and addresses of Shareholders who are entitled to vote for the election of, Directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date .specified by the Shareholder after the date of demand. This list shall be made available to any such Shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of Shareholders shall also be open to inspection on the written demand of any Shareholder or holder of a voting trust certificate at any time during usual business hours for a purpose reasonably related to the holder’s interests as a Shareholder or as the holder of a voting trust certificate. Any inspection and copying under this section 7.01 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 7.02 MAINTENANCE AND INSPECTION OF BYLAWS. The Corporation shall keep at is principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this 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 the Corporation has no principal business office in this state, the Secretary shall, upon the written request of any Shareholder, furnish to that Shareholder a copy of the Bylaws as amended to date.

     Section 7.03 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the Shareholders, the Board of Directors, and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors or, in the absence of such

16

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 of any Shareholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to the holder’s interests as a Shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Corporation.

     Section 7.04 INSPECTION BY DIRECTORS. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This 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 of documents.

     Section 7.05 ANNUAL REPORT TO SHAREHOLDERS. The annual report to Shareholders referred to in Section 1501 of the Corporations Code of California is expressly dispensed with so long as the Corporation has less than 100 holders of record of its shares, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the Shareholders of the Corporation as they consider appropriate.

     If no annual report for the last fiscal year has been sent to Shareholders, the Corporation shall, upon the written request of any Shareholder made more than 120 days after the close of such fiscal year, deliver or mail to the person making the request within 30 days thereafter the financial statements otherwise required by Section 1501(a) of that Code for such year.

     Section 7.06 FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year and any accompanying balance sheet of the Corporation as of the end of each such period that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (12) months, and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of any such statement or a copy shall be mailed to any such Shareholder.

     If a Shareholder or Shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation makes 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 then current fiscal year ending more than thirty (30) days before the date of the request, and a balance sheet of the Corporation as of the end of that period, the Chief Financial Officer shall cause the statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the Corporation has not sent to the Shareholders an annual report for the last fiscal year, financial statements of the character described in Section 1501(a) of the Corporations Code of California shall likewise be delivered or mailed to the Shareholder or Shareholders within thirty (30) days after the same have been requested.

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     The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, 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.

     Section 7.07 ANNUAL STATEMENT OF GENERAL INFORMATION. The Corporation shall, during the applicable filing period specified by statutes file with the Secretary of State of the State of California on the prescribed form a statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary, and Chief Financial Officer, the street address of its principal executive office or principal business office in this state, and the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the Corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California.

ARTICLE VIII

GENERAL CORPORATE MATTERS

     Section 8.01 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 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 before any such action, and in that case only Shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights, or to exercise the right, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

     If the Board of Directors does not so fix a record date, the record date for determining Shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

     Section 8.02 CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All 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 from time to time shall be determined by resolution of the Board of Directors.

     Section 8.03 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. 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, and this authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors, or unless it be

18

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 engagement, to pledge its credit, or to render it liable for any purpose or for any amount.

     Section 8.04 CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each Shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the Corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer 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 on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issue.

     Section 8.05 LOST CERTIFICATES. Except as provided in this section, no new certificate for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation 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, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for 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 8.06 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated Officers, is authorized to vote on behalf of the Corporation any and all shares of any other Corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these Officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other Corporation or corporations may be exercised by any of these Officers in person or by any person authorized to do so by a proxy duly executed by these Officers.

     Section 8.07 CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law 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, the term “person” includes both a Corporation and a natural person and the use of any gender, be it masculine, feminine or neuter, shall include all the genders.

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ARTICLE IX

AMENDMENTS

     Section 9.01 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 of the Corporation set forth the number of authorized Directors of the Corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

     Section 9.02 AMENDMENT BY DIRECTORS. Subject to the rights of the Shareholders as provided in Section 9.01, Bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of Directors, may be adopted, amended, or repealed by the Board of Directors.

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EX-3.8

Exhibit 3.8

ARTICLES OF ORGANIZATION

OF

ARBOR E&T, LLC

ARTICLE I

Name

     The name of the limited liability company (the “Company”) is Arbor E&T, LLC.

ARTICLE II

Registered Office; Registered Agent

     The street address of the initial registered office of the Company is 1511 Kentucky Home Life Building, 239 South Fifth Street, Louisville, Kentucky 40202 and the name of the initial registered agent at such office is CT Corporation System.

ARTICLE III

Principal Office

     The mailing address of the initial principal office of the Company is 10140 Linn Station Road, Louisville, Kentucky 40223.

ARTICLE IV

Management

     The Company is to be managed by its manger(s).

     IN WITNESS WHEREOF, these Articles of Organization have been duly executed by the undersigned on the 15^th day of November, 2002 for the purpose of forming a limited liability company under the Kentucky Limited Liability Company Act.

RES-CARE, INC.
By:	/s/ David Waskey
	David S. Waskey, General Counsel and
	Assistant Secretary

This instrument was prepared by:

/s/ Mary D. Peters

Mary D. Peters

Associate General Counsel

Res-Care, Inc.

10140 Linn Station Road

Louisville, KY 40223

(502) 394-2384

-2-

CONSENT TO APPOINTMENT OF REGISTERED AGENT

     The undersigned hereby consents to and accepts his appointment as the registered agent for Arbor E&T, LLC, a Kentucky limited liability company.

C T Corporation System /s/ Susan J. Metze

-3-

EX-3.9

Exhibit 3.9

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
ARBOR E&T, LLC

     This OPERATING AGREEMENT (“Agreement”) is amended and restated as of the ___day of January 2003, by Res-Care, Inc., a Kentucky corporation (“Member”).

     WHEREAS, the Member executed an Operating Agreement for the Company as defined below as of November 19, 2002; and

     WHEREAS, the Member desires to amend and restate the Agreement to provide that the management of the Company shall be by its Managers.

     NOW, THEREFORE, this Agreement is hereby amended and restated:

     1. Formation.

          1.1 Formation. The Member has formed a limited liability company (“Company”) pursuant to the provisions of the Kentucky Limited Liability Company Act
(“Act”).

     2. Name and Office.

          2.1 Name. The name of the Company is Arbor E&T, LLC.

          2.2 Principal Office. The principal office of the Company shall be at 10140 Linn Station Road, Louisville, Kentucky 40223, or at such other place as shall be determined by the Member. The books of the Company shall be maintained at such principal place of business or such other place that the Member shall deem appropriate. The Company shall designate an agent for service of process in Kentucky in accordance with the provisions of the Act.

     3. Purposes and Term.

          3.1 Purposes. The purposes of the Company are as follows:

          (a) To engage in any other lawful activities in which a limited liability company may engage under the Act as is determined by the Member.

          (b) To do all other things necessary or desirable in connection with the foregoing, or otherwise contemplated in this Agreement.

          3.2 Company’s Power. In furtherance of the purposes of the Company as set forth in Section 3.1, the Company shall have the power to do any and all things whatsoever necessary,

appropriate or advisable in connection with such purposes, or as otherwise contemplated in this Agreement.

          3.3 Term. This Agreement shall become effective as of the date of the filing of Articles of Organization with the Kentucky Secretary of State’s Office, and shall continue in perpetuity until dissolved in accordance with Section 13.

     4. Capital.

          4.1 Capital Contributions of Member. The initial capital contribution of the Member shall be the amount set forth on Exhibit A. Such capital contribution shall be made by the Member at such time as the Member shall determine. The Member may, but shall not be required to, make additional capital contributions to the Company from time to time.

          4.2 No Liability of Member. Except as otherwise specifically provided in the Act, the Member shall not have any personal liability for the obligations of the Company. Except as provided in Section 4.1, the Member shall not be obligated to contribute to, or loan money to, the Company.

          4.3 No Interest on Capital Contributions. The Member shall not be entitled to interest on any capital contributions made to the Company.

     5. Accounting.

          5.1 Books and Records. The Company shall maintain full and accurate books of the Company at the Company’s principal place of business, or such other place as the Member shall determine, showing all receipts and expenditures, assets and liabilities, net income and loss, and all other records necessary for recording the Company’s business and affairs. Such books and records shall be open to the inspection and examination of the Member in person or by the Member’s duly authorized representatives at all reasonable times.

          5.2 Fiscal Year. The fiscal year of the Company shall be the Member’s fiscal year.

     6. Bank Accounts.

          6.1 Bank Accounts. All funds of the Company shall be deposited in its name into such checking, savings and/or money market accounts or time certificates as shall be designated by the Member. Withdrawals therefrom shall be made upon such signature or signatures as the Member may designate. Company funds shall not be commingled with those of any other person or entity.

     7. Net Income and Net Loss.

          7.1 Net Income and Net Loss. All net income or net loss of the Company shall be for the account of the Member.

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     8. Federal Income Tax Election.

          8.1 Tax Treatment. It is the intention of the Member that for federal, state and local income tax purposes the Company be disregarded as an entity separate from the Member in accordance with the provisions of Treas. Reg. §§ 301.7701-2(c)(2)(i) and 301.7701-3(b)(1)(ii). The Member shall take all actions which may be necessary or required in order for the Company to be so disregarded for income tax purposes.

     9. Distributions.

          9.1 Distributions. The Member shall determine, in the Member’s sole discretion, the amount and timing of any distributions to the Member and whether such distributions shall be paid in cash or property.

     10. Managers.

          10.1 General Powers. All powers of the. Company shall be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, its Managers, subject to any limitation set forth in the Company’s Articles of Organization. The initial Managers shall be Ronald G. Geary and Vincent F. Doran.

          10.2 Number, Election and Term. The Managers shall consist of one or more individuals, with the number specified in or determined in accordance with the Company’s Articles of Organization, or if not so specified, as fixed by the Members. The initial number of Managers shall be two (2). Managers shall be elected by the Members at each annual meeting. A decrease in the number of Managers shall not shorten an incumbent Manager’s term. The term of a Manager elected to fill a vacancy shall expire at the next Members’ meeting at which Managers are elected. Despite the expiration of a Manager’s term, he/she shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of Managers.

          10.3 Resignation of Managers. A Manager may resign at any time by delivering written notice to the Managers, the Company Chairman, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

          10.4 Removal of Managers by Members. A Manager shall be removed by the Members only at a meeting called for the purpose of removing him/her and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the Manager. The Members may remove one or more Managers with or without cause unless the Company’s Articles of Organization provide that Managers may be removed only for cause. If a Manager is elected by a voting group of Members, only the Members of that voting group may participate in the vote to remove him. A Manager may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal.

          10.5 Vacancy in Number of Managers. Unless the Company’s Articles of Organization provide otherwise, if a vacancy occurs in the number of Managers, including a

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vacancy resulting from an increase in the number of Managers, the Members may fill the vacancy; the Managers may fill the vacancy; or if the Managers remaining in office constitute fewer than a quorum of the Managers, they may fill the vacancy by the affirmative vote of a majority of all the Managers remaining in office. If the vacant office was held by a Manager elected by a voting group of Members, only the holders of Units of that voting group shall be entitled to vote to fill the vacancy if it is filled by the Members. A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new Manager may not take office until the vacancy occurs.

          10.6 Compensation of Managers. Unless the Company’s Articles of Organization provide otherwise, the Managers shall not be paid any compensation for serving as Managers.

          10.7 Meetings. The Managers may hold regular or special meetings in or out of the Commonwealth of Kentucky. The Managers may permit any or all Managers to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Managers participating may simultaneously hear each other during this meeting. A Manager participating in a meeting by such means shall be deemed to be present in person at the meeting.

          10.8 Special Meetings. Special meetings of the Managers may be called by, or at the request of, (a) the Chairman of the Managers, (b) Members holding not less than thirty percent (30%) in Common Units of the Company, or (c) the chief executive officer of the Company. All special meetings of the Managers shall be held at the principal office of the Company or such other place as may be specified in the notice of the meeting.

          10.9 Action Without Meeting. Any action required or permitted to be taken at a Managers’ meeting may be taken without a meeting if the action is taken by all of the Managers. The action shall be evidenced by one or more written consents describing the action taken, signed by each Manager, and included in the minutes or filed with the Company records reflecting the action taken. Action taken under this Section shall be effective when the last Manager signs the consent, unless the consent specifies a different effective date.

          10.10 Notice of Meeting. Unless the Company’s Articles of Organization provide otherwise, regular meetings of the Managers may be held without notice of the date, time, place, or purpose of the meeting. Unless the Articles of Organization provide for a longer or shorter period, special meetings of the Managers shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Unless otherwise provided by the Articles of Organization, the notice shall not be required to describe the purpose of the special meeting.

          10.11 Waiver of Notice. A Manager may waive any notice required by the Company’s Articles of Organization or this Operating Agreement or the Act before or after the date and time stated in the notice. Except as otherwise provided in this Section, the waiver shall be in writing, signed by the Manager entitled to the notice, and filed with the minutes or Company records. A Manager’s attendance at or participation in a meeting shall waive any required notice to him of the meeting unless the Manager at the beginning of the meeting, or

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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.

          10.12 Quorum and Voting. Unless the Company’s Articles of Organization require a greater or lesser number, a majority of the number of Managers fixed by, or determined in accordance with, this Operating Agreement shall constitute a quorum of the Managers. If a quorum is present when a vote is taken, the affirmative vote of a majority of Managers present shall be the act of the Managers unless the Articles of Organization require the vote of a greater number of Managers. A Manager who is present at a meeting of the Managers or a committee of the Managers when action is taken shall be deemed to have assented to the action taken unless: he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; his dissent or abstention from the action taken is entered in the minutes of the meeting; or he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a Manager who votes in favor of the action taken.

          10.13 Chairman and Vice-Chairman of the Board. The Managers may appoint one of its members Chairman of the Managers. The Managers may also appoint one of its members as Vice-Chairman of the Managers, and such individual shall serve in the absence of the Chairman and perform such additional duties as maybe assigned to him by the Managers.

     11. Officers.

          11.1 Officers. The initial officers of the Company shall be as follows:

Chairman — Ronald G. Geary
President — Gabriel Ross
Vice President and Secretary — Vincent Doran
Vice President — Paul G. Dunn
Treasurer — L. Bryan Shaul
Assistant Treasurer — Ross Davison
Assistant Secretary — Mary D. Peters
Assistant Secretary — David S. Waskey

The Company shall have the officers described in this Agreement or appointed by the Managers in accordance with this Agreement.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Member. The same individual may simultaneously hold more than one office in the Company. If such office shall not be created and filled, then the Member shall delegate to one of the officers of the Company such responsibility.

          11.2 Duties of Officers. Each officer of the Company shall have the respective authority and shall perform the duties set forth in this Agreement for such officer’s respective

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office or, to the extent consistent with this Agreement, the duties prescribed by the Managers or by direction of an officer authorized by the Managers to prescribe the duties of other officers.

          11.3 Election and Term of Office. The officers of the Company shall be elected by the Managers from time to time. Vacancies may be filled or new offices created and filled by the Managers. Each officer shall hold office until his or her successor shall be duly elected or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

          11.4 Resignation and Removal of Officers. An officer may resign at anytime by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Company accepts the future effective date, the Managers may fill the pending vacancy before the effective date if the Managers provide that the successor shall not take office until the effective date. The Managers may remove any officer at any time with or without cause.

          11.5 Contract Rights of Officers. Election or appointment of an officer or agent shall not of itself create rights. An officer’s removal shall not affect the officer’s contract rights, if any, with the Company. An officer’s resignation shall not affect the Company’s contract rights, if any, with the officer.

          11.6 Chairman. The Chairman, if that office be created and filled, shall be the chief executive officer of the Company and, if such, shall, in general, supervise and control the affairs and business of the Company. The Chairman of the Board shall preside at all meetings of the Managers. He or she may sign certificates for interests of the Company, any deeds, mortgages, bonds, contracts or other instruments which the Member has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Member or by this Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed.

          11.7 President/Chief Operating Officer. The President or Chief Operating Officer, if that office be created and filled, shall be the chief operating officer of the Company. If no Chairman has been appointed or, in the absence of the Chairman, the President shall preside at all meetings of the Managers. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Managers from time to time.

          11.8 Treasurer. The Treasurer, if that office be created and filled, shall have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies and other depositories as shall be selected by the Managers; and, 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 or her by the Chairman or the President. If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as

6

the Managers shall determine. The Treasurer shall be the Chief Financial Officer of the Company.

          11.9 Secretary. The Secretary, if that office be created and filled, shall (i) keep the minutes of the Managers’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of this Operating Agreement or as required by law; (iii) be custodian of the meeting records and of the seal, if any, of the Company; (iv) be responsible for authenticating records of the Company; (v) keep a register of the mailing address of each Manager; (vi) sign with the Chairman certificates for interests of the Company; (vii) have general charge of the interest transfer books of the Company; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time maybe assigned to him or her by the Chairman, the President or by the Managers.

          11.10 Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President (or, in the event there be more than one Vice-President, the Vice-Presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election), if that office be created and filled, 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 may sign, with the Secretary or an assistant secretary, certificates for interests of the Company; and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Managers.

          11.11 Assistant Treasurers and Assistant Secretaries.

               (a) The Assistant Treasurer, if that office be created and filled, shall, if required by the Managers, give bond for the faithful discharge of his or her duty in such sum and with such surety as the Managers shall determine.

               (b) The Assistant Secretary, if that office be created and filled, may sign, with the Chairman, certificates for interests of the Company.

               (c) The Assistant Treasurers and Assistant Secretaries, in general, shall perform such other additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman, the President or the Managers.

     12. Indemnification of Officers.

          12.1 General. The Company shall, to the fullest extent permitted by, and in accordance with the provisions of, the Act, as it presently exists or may hereafter be amended, indemnify each officer of the Company against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him or her in connection with, and shall advance expenses (including attorneys’ fees) incurred by him or her in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he or she is, or is threatened to be made, a party by reason of the fact that he or she is or was an officer of the Company, or is or was serving at the request of the Company as a director, officer, partner, employee, member or agent of another

7

domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Managers may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which members or officers of the Company may be entitled under any statute, provision in the Company’s Articles of Organization, agreement or action of the Managers of the Company, or otherwise, and shall continue as to a person who has ceased to be an officer of the Company, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

          12.2 Insurance. Without in any way limiting the Company’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Company may purchase and maintain insurance on behalf of any person who is or was, an officer, employee or agent of the Company, or a director, officer, employee or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in such capacity or arising out of the status as such, whether or not the Company would have the power or be obligated to indemnify him or her against such liability under the provisions of Section 12.1 of this Operating Agreement or the Act.

     13. Dissolution.

          13.1 Dissolution. The Company shall dissolve upon, but not before, the decision of the Managers to dissolve the Company. Dissolution of the Company shall be effective upon the date on which the event giving rise to the dissolution occurs, but the Company shall not terminate until the assets of the Company shall have been distributed as provided in Section 13.3. Notwithstanding dissolution of the Company, prior to the liquidation and termination of the Company, the Company shall continue to be governed by this Agreement.

          13.2 Sale of Assets Upon Dissolution. Following the dissolution of the Company, the Company shall be wound up and the Managers shall determine whether the assets of the Company are to be sold or whether some or all of such assets are to be distributed to the Managers in kind in liquidation of the Company.

          13.3 Distributions Upon Dissolution. Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows:

               (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Managers determine to create for unmatured and/or contingent liabilities or obligations of the Company.

               (b) Second, to the Member.

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     14. Assignment.

          14.1 Assignment of Member’s Interest. The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s interest in the Company. Upon the dissolution of the Member, the successor-in-interest to the Member shall automatically become a substitute Member.

     15. General.

          15.1 Amendment. This Agreement may be modified or amended from time to time only upon the written consent of the Member.

          15.2 Captions; Section References. Section titles or captions contained in this Agreement are inserted only as a matter of convenience and reference, and in no way define, limit, extend or describe the scope of this Agreement, or the intent of any provision hereof. All references herein to Sections shall refer to Sections of this Agreement unless the context clearly requires otherwise.

          15.3 Number and Gender. Unless the context otherwise requires, when used herein, the singular shall include the plural, the plural shall include the singular, and all nouns, pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require.

          15.4 Severability. If any provision of this Agreement, or the application thereof to any person, entity or circumstances, shall be invalid or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to other persons, entities or circumstances, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

          15.5 Binding Agreement. Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the Member and its successors and assigns.

          15.6 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky without regard to its conflict of laws rules.

          15.7 Entire Agreement. This Agreement contains the entire agreement with respect to the subject matter hereof.

          15.8 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

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EX-3.10 6 l18301aexv3w10.htm EXHIBIT 3.10

Exhibit 3.10

ARTICLES OF INCORPORATION

B.W.J. OPPORTUNITY CENTERS, INC.

     The undersigned James M. Martin, a natural person of the age of eighteen (7.8) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, hereby adopts the following Articles of Incorporation for the corporation.

ARTICLE ONE

     The name of the corporation is B.W.J. Opportunity Centers, Inc.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

     The aggregate number of shares that the corporation shall have authority to issue is 10,000 shares of the par value of $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 consisting of money, labor done, or property actually received.

ARTICLE SIX

     The street address of its initial registered office is 707 West Tenth Street, Austin, Texas 78701, and the name of its initial registered agent at that address is James M. Martin.

ARTICLE SEVEN

     The number of Directors constituting the initial Board of Directors is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Robert K. Conkright	Warren T. Watford
11909 Arabian Trail	1408 Brighton Lane
Austin, Texas 78759	Austin, Texas 78723

James C. Pace	David P. French
207 Mill Street	8100 Hickory Creek Drive
San Marcos, Texas 78666	Austin, Texas 78735

ARTICLE EIGHT

     The name and address of the incorporator is:

James M. Martin
707 West Tenth Street
Austin, Texas 78701

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this 19^th day of June, 1986.

/s/ James M. Martin James M. Martin

VERIFICATION

THE STATE OF TEXAS	X
	X
COUNTY OF TRAVIS	X

     BEFORE ME, a notary public, on this day personally appeared James M. Martin, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements contained therein are true and correct.

     Given under my hand and seal this 19^th of June, 1986.

/s/ Melinda Goff

Melinda Goff
Printed Name of Notary
My commission Expires:
11/1/89

MBO1.JMM 2

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EX-3.11 7 l18301aexv3w11.htm EXHIBIT 3.11

Exhibit 3.11

SECOND AMENDED
BYLAWS
B.W.J. OPPORTUNITY CENTERS, INC.

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas Avenue, Houston, Texas 77002, and the name of the registered agent of the corporation is’ C T Corporation System.*

^*Amended November 1, 1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

^*Amended January 30, 1995

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either

personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

*Amended August, 1996

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote. of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized. number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may .adjourn from time to time until

the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may

from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this 16^th day of August, 1996.

          /S/ Dennis Latimer
Dennis Latimer, Director

          /S/ Dennis Henegar
Dennis Henegar, Director

EX-3.12 8 l18301aexv3w12.htm EXHIBIT 3.12

Exhibit 3.12

ARTICLES OF INCORPORATION

Honorable Roy Blunt
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do hereby adopt the following Articles of Incorporation.

ARTICLE I

     The name of the corporation is Baker Management, Inc.

ARTICLE II

     The address, including street and number of the corporation’s initial registered office in this state, is Route 2, Box 60, Bolivar, Missouri, and the name of its initial registered agent at such address is Frank Follis.

ARTICLE III

     The aggregate number of shares which the corporation shall have the authority to issue shall be Three Thousand shares of common stock, all of such shares to have a par value of Ten Dollars ($10.00) each. Said shares shall not have any preferences, qualifications, limitations, restrictions or special rights.

ARTICLE IV

     The pre-emptive rights of shareholders are not limited.

ARTICLE V

     The name and address of the incorporator of the corporation is Frank Follis, Route 2, Box 60, Bolivar, Missouri 65613.

ARTICLE VI

     The number of directors to constitute the first Board of Directors is Two (2). Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws. Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE VII

     The duration of the corporation is perpetual.

ARTICLE VIII

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX

     The corporation is formed for the following purposes:

     To operate a private home, institution, building, residence, or other place which provides residential, domiciliary or nursing care for persons, who, by reason of mental or physical illness, physical infirmities, or advanced age are unable to care for themselves.

     To provide shelter and care for individuals, including treatment or services which meet some need of the individual beyond the basic requirements for food, shelter, and laundry.

     To purchase, lease, hire, or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds of property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares in accordance with the provisions and limitations of Section 351.390 RSMo. 1969.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things, business, or businesses in any manner connected therewith or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly, to promote the interest of the corporation or enhance the value or render profitable any of its property or rights or for the purpose of attaining or furthering any of its objects and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may be exercised by law, either by or through principals, agents, attorneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world, and in addition, to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation.

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 1^st day of March, 1985.

/s/ Frank Follis  

Frank Follis 

STATE OF MISSOURI	)
	)	ss.
COUNTY OF POLK	}

I, Winona I. Abernathy , a Notary Public, do hereby certify that on the 1st day of March, 1985, personally appeared before me Frank Follis, who being by me first duly sworn, declares that he is the person who signed the foregoing document as incorporator and the statements therein contained are true.

/s/ Winona I. Abernathy  

Notary Public 

     WINONA I. ABERNATHY 

My Commission Expires:
July 18, 1985

EX-3.13 9 l18301aexv3w13.htm EXHIBIT 3.13

Exhibit 3.13

BY-LAWS

OF

B & F MANAGEMENT, INC.

ARTICLE I

Offices

     The principal office of the corporation in the State of Missouri shall be located in Springfield, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at the hour of 10:00 A.M. on the 3rd Tuesday in January in each year, beginning with the year 1986 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 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 herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

     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 Missouri, and consent to the holding of a meeting,

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such meeting shall be valid, without call or notice, and at such meeting any corporate action may be taken.

     Section 6. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversation or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective, as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the

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shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

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     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many

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persons as there are directors to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the corporation, shall be Two (2), each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

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     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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.

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     Section 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vancancies until the successor or successors are elected___at the next annual meeting of the shareholders. A director elected to fill a vancancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of

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Directors. 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 such authority and perform such dutues in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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 judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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.

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     Section 5. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer therunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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 VicePresident, the Vice-Presidents 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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

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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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (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, 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 general charge of the stock transfer books of the corporation; (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 by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto authorized by the Board of Directors, may sign with the President or a Vice-President certificates for shares of the corporation, the issue of

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which shall have been authorized by a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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, 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.

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     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, Treasurer or an Assistant Secretary or Treasurer, 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 the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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.

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ARTICLE VII

Fiscal Year

     The fiscal year of the corporation shall begin on the first day of October in each year and end on the last day of September in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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.

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ARTICLE XI

Indemnification Of Officers And Directors Against
Liabilities And Expenses In Actions

     Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders,

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as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any by-laws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

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EX-3.14 10 l18301aexv3w14.htm EXHIBIT 3.14

Exhibit 3.14

AMENDED ARTICLES OF INCORPORATION

Honorable Rebecca McDowell
Cook Secretary of State
State of Missouri
Post Office Box 778
Jefferson City, MO 65102

     Pursuant to the provisions of the General and Business Corporation Law of Missouri, Bald Eagle Enterprises, Inc., hereby certifies the adoption of the following Amended Articles of Incorporation, the same having been approved by the unanimous written consent of all of the Shareholders holding all of the One Thousand (1,000) issued and outstanding common shares of Bald Eagle Enterprises, Inc., on the 29th day of December, 1997:

ARTICLE I

     The name of the corporation is Bald Eagle Enterprises, Inc. ARTICLE II

     The address, including street and number of the corporation’s registered office in this state is I11 West Broadway, Bolivar, Missouri, and the name of its registered agent at such address is Kerry D. Douglas.

ARTICLE III

     The purpose of the corporation is amended from that described in Article IX of the Articles of Incorporation. The amended purpose of the corporation is to engage in any lawful act or activity anywhere for which corporations may be organized under the General and Business Corporation Law of Missouri.

ARTICLE IV

     The aggregate number of shares of all classes of stock which the corporation shall have authority to issue is 5,500, divided into two classes as follows:

          (i) 3,000 shares of a class designated as Common Stock, with $10.00 par value per share; and

          (ii) 2,500 shares of a class designated as Preferred Stock, with $1.00 par value, consisting of a single series designated as Series A Preferred Stock.

     The voting powers, designations, preferences, qualifications, limitations, restrictions and special or relative rights in respect of each class and series of stock are as follows:

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     (A) Common Stock. The holders of shares of Common Stock shall be entitled (i) to vote on all matters at all meetings of the stockholders of the corporation on the basis on one vote for each share of Common Stock held of record; (ii) subject to any preferential dividend rights applicable to the Preferred Stock, to receive such dividends as may be declared by the Board of Directors; and (iii) in the event of the voluntary or involuntary liquidation or winding up of the corporations, after distribution in full of any preferential amounts to be distributed to holders of shares of Preferred Stock, to receive all of the remaining assets of the corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

     (B) Series A Preferred Stock. The holders of shares of Series A Preferred stock shall be entitled to the following powers, rights and preferences in respect of the Series A Preferred Stock:

          1. Dividends. The holders of outstanding shares of Series A Preferred Stock shall not be entitled to receive dividends or distributions of any kind or nature.

          2. Liquidation Rights.

          (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, before any payment or distribution shall be made to the holders of any other class or series of stock of the corporation other than Liquidation Parity Stock (as hereinafter defined) (“Junior Stock”), subject to the rights of creditors, the holders of outstanding shares of Series A Preferred stock shall be entitled to be paid out of the assets of the corporation available for distribution to stockholders, an amount per share in cash equal to the sum of $1,000 (the “Liquidation Price”), at the time of such liquidation, dissolution or winding up of the affairs of the corporation. The series A Preferred stock shall rank on parity with all other preferred stock of the corporation as to liquidation, dissolution or winding up (“Liquidation Parity Stock”). After the payment of the setting apart for payment of amounts so payable to the holders of the Series A Preferred Stock and the Liquidation Parity Stock, the remaining assets shall be available for distribution to the holders of Junior Stock according to their respective rights and priorities.

          (b) If, upon any liquidation, dissolution or winding up of the affairs of the corporation, either voluntarily or involuntarily, the assets of the corporation available for distribution to the holders of outstanding shares of Series A Preferred Stock and any outstanding Liquidation Parity Stock shall be insufficient to permit the payment in full of the respective liquidation preferences of the Series A Preferred Stock and Liquidation Parity Stock, then such assets of the corporation available for distribution shall be distributed among the holders of the Series A Preferred Stock and Liquidation Parity Stock ratably in accordance with the respective amount which would be payable on the Series A Preferred Stock and Liquidation Parity Stock if all amounts payable thereon were paid in full.

          3. Voting Rights. Except as otherwise provided by the General and Business Corporation Law of Missouri, the holders of the outstanding shares of Series A Preferred Stock

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shall not be entitled to vote or otherwise consent to any matter requiring the vote or consent of the stockholders of the corporation under the laws of the State of Missouri.

          4. Redemption Right.

          (a) The corporation shall have the continuing right, commencing on January 1, 1999, to redeem the shares of Series A Preferred Stock issued by the corporation at a price per share in cash equal to the sum of $1,000 (the “Redemption Price”).

          (b) Notice of any redemption, specifying the date fixed for said redemption and the place where the Redemption Price is payable, shall be mailed, postage prepaid, at least ten days but not more than sixty days prior to said redemption date to each holder of record of Series A Preferred Stock to be redeemed at his address as the same shall appear on the books of the corporation. If less than all the shares of the Series A Preferred Stock owned by such holder are then to be redeemed, (i) the notice shall specify the number of shares thereof which are to be redeemed and the numbers of the certificates representing such shares, and (ii) upon surrender of the certificate or certificates representing shares of Series A Preferred Stock being so redeemed the corporation shall issue to the holder of such certificate or certificates a new certificate representing the balance of the shares covered by such surrendered certificate of certificates not being so redeemed. 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 so to be redeemed, 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 Series A 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 Series A Preferred Stock to 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 Redemption Price. Each holder of Series A Preferred Stock being redeemed shall be entitled to receive the Redemption Price, without interest, upon surrender for cancellation of the certificate of certificates representing the shares being redeemed.

          5. Right to Require Redemption.

          (a) Each holder of Series A Preferred Stock shall have the continuing right, commencing on January 1, 1999, at such holder’s option, to require the corporation to purchase , and upon the exercise of such right the corporation shall purchase, all or an y part of such holder’s shares of Series A Preferred Stock, at the Redemption Price.

          (b) Notice of the exercise by such holder of the right to require such redemption, specifying the date fixed for said redemption, shall be mailed, postage prepaid, at least thirty days but not more than sixty days prior to said redemption date to

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the corporation at its principal place of business or to such other address given by the corporation to the holders of Series A Preferred Stock from time to time. Except as otherwise agreed by the corporation, the Redemption Price shall be payable at the principal place of business of the corporation. If less than all the shares of the Series A Preferred Stock owned by any holder are then to be redeemed, (i) the notice shall specify the number of shares thereof which are to be redeemed and the numbers of the certificates representing such shares, and (ii) upon surrender of the certificate or certificates representing g shares of Series A Preferred Stock being so redeemed the corporation shall issue to the holder of such certificate or certificates a new certificate representing the balance of the shares covered by such surrendered certificate of certificates not being so redeemed. 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 so to be redeemed, 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 Series A 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 Series A 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 R P. Each holder of Series A Preferred Stock being redeemed shall be entitled to receive the Redemption Price, without interest, upon surrender for cancellation of the certificate of certificates representing the shares being redeemed.

          6. Reacquisition. Shares of Series A Preferred Stock which have been issued and reacquired or redeemed by the corporation in any manner shall be canceled and shall not be reissued, and the stated capital of the corporation shall be reduced in accordance with the General and Business Corporation Law of Missouri.

          7. Certificate Legend. Each certificate which evidences a share or shares of Series A Preferred Stock shall contain on its face the following legend:

“THE SHARES OF SERIES A PREFERRED STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER FEDERAL OR STATE SECURITIES LAWS AND NO SUCH SHARES MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER THE APPLICABLE STATE SECURITIES LAWS.”

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ARTICLE V

     The Board of Directors of the corporation is authorized and empowered to adopt, amend or repeal any or all of the bylaws of the corporations, subject to the power of the stockholders of the corporation to make, alter or repeal any or all of the bylaws of the corporation. The number of directors of the corporation is two (2).

ARTICLE VI

     (A) Elimination of Certain Liability of Directors. A director of the corporation shall not be personally liable to the corporation or its stockholder 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 the General and Business Corporation Law of Missouri, or (iv) for any transaction from which the director derived an improper personal benefit. If the General and Business Corporation Law of Missouri is amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of a director of the corporation shall be limited or eliminated to the fullest extend permitted by the General and Business Corporation Law of Missouri, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

     (B) Indemnification and Insurance.

          1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, office, employee or agent of another corporation of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, 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 General and Business Corporation Law of Missouri, 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 said 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 or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 2 below, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the

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corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; Drovided, however, that, if the General and Business Corporation Law of Missouri requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

     2. Right of Claimant to Bring Suit. If a claim under paragraph 1 above is paid in full by the corporation within thirty days after a written claim has been received by the corporation, 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 be entitled to be paid also the expense of prosecuting such claim, it shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition when the required undertaking, if a ny is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General and Business Corporation Law of Missouri to indemnify the claimant 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, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General and Business Corporation Law of Missouri, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     3. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     4. Insurance. The corporation may at its option 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 such 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 General and Business Corporation Law of Missouri.

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ARTICLE VII.

     The duration of the corporation is perpetual.

ARTICLE VIII.

     The name and address of the incorporator having filed the Articles of Incorporation with the Missouri Secretary of State is John W. Kallenbach, 111 W. Broadway, Bolivar, Missouri.

ARTICLE IX.

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

     IN WITNESS WHEREOF, these Amended Articles of Incorporation have been signed this 29th day of December, 1997.

/s/ Frank Follis  

Frank Follis, President 

Attest

/s/ Marilyn Follis
Marilyn Follis, Secretary

STATE OF MISSOURI	)
	)
COUNTY OF POLK	)

     I, Janice L. Doty, a Notary. Public, do hereby certify that on the 29th day of December, 1997, personally appeared before me Frank Follis, who being by me first duly sworn, declares that he is the person who signed the foregoing document as incorporator/president and the statements therein contained are true.

/s/ Janice L. Doty  

Janice L. Doty 

Notary Public
My Commission Expires Jan. 15, 1998 

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EX-3.15 11 l18301aexv3w15.htm EXHIBIT 3.15

Exhibit 3.15

BY-LAWS

OF

BALD EAGLE ENTERPRISES, INC.

- - -

ARTICLE I

Offices

     The principal office of the Corporation in the State of Missouri shall be located in Bolivar, Missouri. The Corporation may have such other offices, either within or without the State of Missouri, as the business of the Corporation may require from time to time.

     The registered office of the Corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transactions of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within

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the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meetings of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or of any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid.

     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 Missouri, and consent to the holding of a meeting,

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such meeting shall be valid, without call or notice, and at such meeting any corporate action may be taken.

     Section 6. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the Corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversion or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders entitled to vote at the meeting, and any adjournment of the meeting.

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     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

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     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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

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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, Election and Term: The number of directors of the Corporation, shall be two (2), each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of. the Board of Directors called by them.

     Section 5. Notice Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. If mailed, such

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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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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 of waiver of notice of such meeting.

     Section 6. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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;

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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. Number: The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The President shall be chosen from the Members of the Board of Directors. The remaining officers of the Corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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.

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     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 interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the Corporation, and shall, in general, supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general 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: 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 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary,

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or with the Treasurer or an Assistant Treasurer, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board- of Directors.

     Section 8. The 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) by custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, or 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 general charge of the stock transcript books of the Corporation; (g) in general perform all duties incidental to the office

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of Secretary and such other duties as may, from time to time, be assigned to him/her by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

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 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.

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     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, Treasurer or an Assistant Secretary or Treasurer, 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 the 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

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whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

ARTICLE VU

Fiscal Year

     The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in each year.

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 words, “Corporate Seal, Missouri. “

ARTICLE X

Waiver of Notice

     Whenever any notice whatever is required to be given under the provisions of these bylaws, or under the provisions of the articles of incorporation, or under the provisions of The General and Business Corporation Act of Missouri, 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.

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ARTICLE XI

Indemnification of Officers and Directors Against

Liabilities And Expenses In Actions

     Each director or officer, or former director or officer of this Corporation, and his legal representatives, shall be indemnified by this Corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this Corporation, served as director or officer of another Corporation in which such Corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the Corporation so requesting him to serve; provided that in neither case shall the Corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a’ Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

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ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any laws may be adopted at any annual meeting of the Board of Directors or. at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Susie Baker	/s/ Marilyn Follis
Susie Baker	Marilyn Follis

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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
BALD EAGLE ENTERPRISES, INC.

     The undersigned being all of the members of the Board of Directors of BALD EAGLE ENTERPRISES, INC. (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution effective as of                                         .

WHEREAS, the Board of Directors has determined that the, bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article II, Section 1 of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

     Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transactions of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

/s/ Ronald G. Geary

               Ronald G. Geary

/s/ Ralph G. Gronefeld, Jr.

               Ralph G. Gronefeld, Jr.

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EX-3.16 12 l18301aexv3w16.htm EXHIBIT 3.16

Exhibit 3.16

CERTIFICATE OF AUTHENTICITY OF MEDICAL RECORDS

Medical Records Custodian
Central Baptist Hospital
1740 Nicholasville Road
Lexington, KY 40503-1431

     I,                                                             , the undersigned, do hereby certify that I am the                                                              (title or position) for Central Baptist Hospital and that I have reviewed the records attached hereto showing treatment information for Barbara Dison [D.O.B. 12/29/1963; SSN: ###-##-####].

     I further certify that (1) the attached copies of records for which this certification is made consist of                                          pages and are true reproductions of the original records maintained by Central Baptist Hospital, (2) that the records were made at or near the time of the occurrence of the matter set forth by, or from information transmitted by, a person or persons with knowledge of those matters, (3) that the original records are kept in the course of a regularly conducted activity and, (4) that the records were made by the regularly conducted activity as a regular practice.

	(Signature)
COMMONWEALTH OF KENTUCKY		)
		)
COUNTY OF		)

     The foregoing Certification was subscribed and sworn to before me by                                                             , on the                    day of                                         , 2006.

Notary Public

My commission expires:

EX-3.17 13 l18301aexv3w17.htm EXHIBIT 3.17

Exhibit 3.17

BY-LAWS

OF

BOLIVAR DEVELOPMENTAL TRAINING CENTER

* * *

ARTICLE I

Offices

     The principal office of the corporation in the State of Missouri shall be located in Bolivar, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect dire ors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall

be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

     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 Missouri, 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. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversion or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective, as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholdere entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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. of kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or. trustee may be voted by such fiduciary, either. in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the corporation, shall be three (3), each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vancancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vancancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and perform such duties in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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 interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer therunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, 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 general charge of the stock transfer books of the corporation; (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 by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their

duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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, 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, Treasurer or an Assistant Secretary or Treasurer, 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 therby with the number of shares and the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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 unto -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 first day of July in each year and end on the last day of June in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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 Against
Liabilities And Expenses In Actions

     Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any

action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. ‘Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any bylaws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Marilyn Follis

/s/ Susie Baker  

/s/ Frank Follis

UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
BOLIVER DEVELOPMENTAL TRAINING CENTER, INC.

     The undersigned being all of the members of the Board of Directors of BOLIVER DEVELOPMENTAL TRAINING CENTER, INC. (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution effective as of October 20, 2004.

WHEREAS, the Board of Directors has determined that the bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article II, Section 1 of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect dire ors at or within such time, shall not work forfeiture or a dissolution of the Co p.ratio , and shall not otherwise affect valid corporate acts.

/s/ Ronald G. Geary
	Ronald G. Geary
/s/ Ralph G. Gronefeld, Jr.
	Ralph G. Gronefeld, Jr.
/s/ Steve Brunet
	Steve Brunet

EX-3.20 14 l18301aexv3w20.htm EXHIBIT 3.20

Exhibit 3.20

ARTICLES OF INCORPORATION OF CAREERS IN PROGRESS, INC.

UNITED STATES OF AMERICA STATE OF LOUISIANA * PARISH OF ORLEANS

* * * * * *

     The undersigned, availing himself of the provisions of the Louisiana Business Corporation Law does hereby organize himself, his successors and assigns, into a corporation in pursuance of that law., ‘under and in accordance with the following Articles ^ f Incorporation:

ARTICLE I.

NAME

     The name of the corporation is:

CAREERS IN PROGRESS, INC.

ARTICLE II.

OBJECTS AND PURPOSES

     The objects and purposes for which this corporation is organized and the nature of the business to be carried on by it are stated and declu: of to be as follows:

     To enter into any business lawful under the laws of the State of Louisiana, either for its own account, or for the account of others, as agent, and either as agent or principal, to enter upon or engage in any kind of business of any nature whatsoever, , in which corporations organized under the Louisiana business Corporations Law may engage; and to the extent not prohibited thereby to enter upon and engage in any kind of business of any nature whatsoever in any other state of the United States of America, any foreign nation, and any territory of any country to the extent permitted by the laws of such other state, nation or territory.

ARTICLE Ill.

CAPITAL

     The aggregate number of shares which this corporation shall have authority to issue is one thousand (1,000), all without par value.

ARTICLE IV. INCORPORATOR

     The Incorporator’s name and post office address is:

Bernard H. Berins
2500 Poydras Center
⁶50 Poydras Street
New Orleans, Louisiana 70130

ARTICLE V. PREEMPTIVE RIGHTS

     The shareholders shall have preemptive rights.

ARTICLE VI.

REVERSION

     Cash, property or share dividends and shares issuable to shareholders in connection with a reclassification of stock which are not claimed by the shareholders thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’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 (a) the payment of the amount of any cash or property dividend or redemption price or (b) the issuance of any shares, ownership of which

has reverted to the Corporation pursuant hereto, to the entity who or which would be entitled thereto had such reversion not occurred.

ARTICLE VII.

DIRECTORS

     The number of directors of the corporation shall be such number, not less than two (2) nor greater than five (5), as shall be designated in the-by-laws, or if not so designated, as shall be elected from time to time by the shareholders. When all of the outstanding shares are held of record by fewer than two (2y shareholders, there need be only as many directors as there are shareholders.

ARTICLE VIII.

SHAREHOLDERS’ CONSENTS

     Consents in writing to corporate action may be signed by the shareholders having that proportion of the total voting power which would be required to authorize or constitute such action at a meeting of shareholders.

     IN WITNESS WHEREOF, the Incorporator has hereunto placed his signature on this 12th day of August 1994.

WITNESSES:
STATE OF LOUISIANA PARISH OF
ORLEANS

     BE IT KNOWN, That on this 12th day of August, 1994,

     BEFORE ME, ‘the undersigned authority, duly commissioned, qualified and sworn, within and for the State and Parish aforesaid, personally came and appeared BERNARD H. BERINS, to n•.a known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, in the presence of. the undersigned

competent witnesses, that he executed the above and foregoing instrument of his own free will, as his own act and deed, for the uses, purposes and benefits therein expressed.

EX-3.21 15 l18301aexv3w21.htm EXHIBIT 3.21

Exhibit 3.21

BYLAWS

OF

CAREERS IN PROGRESS, INC.

     I certify that the following Bylaws, consisting of six pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Careers In Progress, Inc. (the “Company”), by an Unanimous Written Action by Board of Directors in Lieu of Organizational Meeting dated August 17, 1994.

/s/ Kathyrn S. Graham, Secretary

Karthryn S. Graham, Secretary

BYLAWS

OF

CAREERS IN PROGRESS, INC.

ARTICLE I

     Section 1. Annual Meeting of Shareholders. The annual meeting of the shareholders shall be held on a date set by the Secretary on or before March 31 of each year, for the purpose of electing directors, and for the transaction of such other business as may be brought before the meeting. It will be the duty of the Secretary to cause notice of each annual meeting to be delivered personally or by mail, properly addressed to each of the shareholders at their last known address, at least five (5) days before such meeting. Any shareholder may waive notice of the meeting.

     Section 2. Special Meeting of Shareholders. Special meetings of the shareholders may be held whenever called at any time in writing by vote of a majority of the Board of Directors or by the President or upon the written request of any shareholder or shareholders holding in the aggregate one-fifth of the total voting power. Notice of all special shareholders’ meetings, other than adjourned meetings, shall be given in the manner prescribed for the annual shareholders’ meeting, except the notice must be given at least two days prior to the date of the meeting. Any shareholder may waive notice of the meeting.

     Section 3. Quorum. At any shareholders’ meeting, 510 of the issued and outstanding shares of the Company’s stock entitled to vote at such meeting which are present in person or represented by proxy shall constitute a quorum for all purposes, unless by law a larger representation is required, and in that case, the percentage so prescribed by law. If the holders of stock necessary to constitute a quorum shall fail to attend in person or by proxy at an annual or special meeting, a majority of the shareholders present in person or by proxy may adjourn the meeting from time to time, without notice, other than by announcement at the meeting, until holders of stock sufficient to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 4. Voting. At each meeting of shareholders, each shareholder shall be entitled to vote in person or by proxy, appointed by instrument in writing, signed by the shareholder or his authorized attorney and delivered to the

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secretary of the meeting, and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting.

ARTICLE II

     Section 1. Board of Directors. The Board of Directors shall consist of not less than two, nor more than five, persons, except that when all of the outstanding shares of the Company are held of record by fewer than two shareholders, there need be only as many directors as there are shareholders. The directors shall be elected by the shareholders at the annual meeting and shall hold office for one year and until their successors are elected and qualified.

     Section 2. Place of Meeting. The meetings of the Board of Directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint.

     Section 3. Annual Meeting of the Board of Directors. An annual meeting of the Board of Directors shall be held on or before March 31 of each year on a date designated by the Secretary. Notice of such meeting shall be given in the same manner as set forth in Section 4 below.

     Section 4. Special Meetings of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by a majority in number of the directors or by the President. The Secretary shall give notice of such special meeting by mailing same at least two (2) days before the meeting, addressed to the last known address of each director, or by telephoning, telegraphing, or giving personal notice at least one (1) day before the meeting. Any director may waive notice of a special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

     Section 5. Quorum for Meeting of Directors. A majority of the Board of Directors shall constitute a quorum, and the acts of a majority at a meeting having a quorum shall constitute the acts of the Board of Directors. A majority of those present may adjourn the meeting from time to time.

     Section 6. Proxy. Any director absent from a regular or special meeting may be represented by any other director or shareholder who may cast the vote of the absent director according to the written instructions, general or special, of said absent director.

     Section 7. Election of Officers. At the first regular or special meeting of the new Board of Directors in each year, at which a quorum shall be present, held next after the annual meeting of the shareholders, the Board of Directors shall elect the officers of the Company.

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ARTICLE III

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     Section 1. Officers. The Company may have one or more Vice Presidents and shall have a President, a Secretary, and a Treasurer. The Company may also have such other officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or appointed by an officer or officers authorized by it. Any two of the above named officers may be combined in one person. The officers shall hold office for one year and until their respective successors have been duly elected and qualified. However, any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.

     Section 2. Powers and Duties of the President. The President shall be the chief executive officer of the Company. He shall preside at all shareholders’ and directors’ meetings. He shall have supervision of the business of the Company. He may sign and execute all contracts, bonds, and obligations on behalf of the Company. He, along with any other officer of the Company, shall sign the stock certificates of the Company. He shall do and perform such other acts as may be from time to time assigned to him by the Board of Directors.

     Section 3. Powers and Duties of the Vice President. A Vice President, who is a director, if any, or if there be more than one, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election). shall possess the powers and perform the duties of the President in his absence or disability. In the absence of the President, he may sign and execute all bonds, contracts, and obligations on behalf of the Company, and along with any other officer he may sign the stock certificates of the Company. He shall do and perform such other duties as may be from time to time assigned to him by the Board of Directors. A Vice President who is not a director shall not posses the power nor perform the duties of the President in his absence or disability.

     Section 4. Powers and Duties of the Secretary. The Secretary shall keep the minutes of the meetings of the shareholders and the directors, and give notices of such meetings. He shall perform in general the duties incident to the Office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as the Board of Directors may assign to him from time to time. He may, along with the President, sign the stock certificates of the Company.

     Section 5. Powers and Duties of the Treasurer_. The Treasurer shall perform, in general, the duties incident to the office of Treasurer subject to the control of the Board of Directors and shall perform such other duties as the Board of

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     Directors may assign him from time to time. He may, along with the President, sign the stock certificates of the Company.

ARTICLE IV

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Stock in Other Corporations

     Unless otherwise ordered by the Board of Directors, the President, or a proxy appointed by the President, shall have full power on behalf of the Company to vote at any meeting of stockholders of any corporation in which the Company may hold stock, and exercise all rights and powers of such stock which the Company might have exercised if present. The Board of Directors may confer like powers upon any other person or persons.

ARTICLE V

     Section 1. Certificate of Shares. Each stockholder shall be entitled to a certificate signed by the President, along with any other officer. The form of certificate shall be adopted by the Board of Directors.

     Section 2. Transfer of Shares. Shares shall be transferred only on the books of the Company upon surrender and cancellation of certificates for a like number of shares.

     Section 3. Closing of Transfer Books. The stock transfer books may be closed for a shareholders’ meeting, and for the payment of dividends during such periods as the Board of Directors may fix from time to time, and during such periods, no stock shall be transferred.

ARTICLE VI
inning of Checks and Notes

     .Checks or notes of the Company shall be signed by such officers or persons as the Board of Directors may from time to time designate.

ARTICLE VII
Dividends on Stock

     Dividends on stock of the Company shall be payable as the Board of Directors may from time to time designate.

ARTICLE VIII
Corporate Seal

     A seal with the words, CAREERS IN PROGRESS, INC., shall be the corporate seal of the Company.

ARTICLE IX
Amendment to Bylaws

     The Board of Directors shall have power to make, amend, and repeal the Bylaws of the Company by vote of a majority of all of the directors at any regular

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or special meeting, without any prior notice of intention to make, amend, or repeal the Bylaws, subject to the power of the shareholders to change or repeal any bylaws so made.

ARTICLE X
Indemnification

     The Company shall indemnify and hold harmless each director and officer now or hereafter serving the Company 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 Company and/or by reason of his alleged acts or 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, 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 Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Pursuant to the Company’s indemnification obligations set forth above, the Company shall also reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any or 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 in actions by or in the right of the Company no director or officer shall be indemnified against any claim or liability arising out of his own willful or intentional 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 of the Company the director or officer against whom such claim or liability is asserted has not been guilty of willful or intentional misconduct. 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.

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EX-3.24 16 l18301aexv3w24.htm EXHIBIT 3.24

Exhibit 3.24

BUSINESS CORPORATION

ORIGINAL ARTICLES OF INCORPORATION

     The undersigned acting as incorporator(s) of a corporation under Chapter 7-1.1 of the General Laws, 1956, as amended, adopt (s) the following Articles of Incorporation for such corporation:

First. The name of the corporation is CNC/Access, Inc.                                                                                                                                                                                                                                                                                                                                   

THIRD. The purpose or purposes for which the corporation is organized are:

     General contract engineering services, field surveys, and related activities, as well as any other legal purpose.

          NOTE: THIS IS NOT A PROFESSIONAL CORPORATION.

          The corporation shall have power: (See §7-1.1-4 of the General Laws, 1956, as amended.)

     (a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

     (b) To sue and be sued, complain and defend, in its corporate name.

     (c) To have a corporate seal which may be altered ‘at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

     (d) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.

     (e) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

     (f) To lend money -and to use its credit to assist its employees.

     (g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

     (h) To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income.

     (i) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real -and personal property as security for the payment of funds so loaned or invested.

     Fourth. The aggregate number of shares which the corporation shall have authority to issue is

     (a) If only one class: Total number of shares . 5,000

     (If the authorized shares are to consist of one class only, state the par value of such shares or a statement that all of such shares are to be without par value.)

          without par value

or

     (b) If more than one class: Total number of shares                     None

     (State (A) ‘the number of shares of each class thereof that are to have a par value and the par value of each share of each such class, and/or (B) the number of such shares that are to be without par value, -and (C) a statement of all or any of the designations and the powers, preferences and rights, including voting rights, and the qualifications, limitations or restrictions thereof, which are permitted by the provisions of title 7 of the General Laws in respect of any class or classes of stock of the corporation and the fixing of which by the articles of association is desired, and an express grant of such authority as it may then be desired to grant to the board of directors to fix by vote or votes -any thereof that may be desired but which shall not be fixed by the articles.)

None

     Fifth. Provisions (if any) dealing with the preemptive right of shareholders pursuant to §7-1.1-24 of the General Laws, 1956, as amended:

None

     Sixth. Provisions (if any) for the regulation of the internal affairs of the corporation:

          The internal affairs of the corporation are governed by its By-Laws.

Seventh. The address of the initial registered office of the corporation is

one _______ State________ Street,  ________ Providence, ________ RI 02908 ________

and the name of its initial registered agent at such address
is:

Eighth. The number of directors constituting the initial board of directors of the corporation is _______ one _______ 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

     (If this is a close corporation pursuant to §7-1.1-51 of the General Laws, 1956, -as amended, state the name(s) and address(es) of the officers of the corporation.)

Name	Address
Richard Greer	48 Pratt Street, Providence, RI 02906

     Ninth. The name and address of each incorporator is:

Name	Address
Richard Greer	48 Pratt Street, Providence, RI 02906

EX-3.25 17 l18301aexv3w25.htm EXHIBIT 3.25

Exhibit 3.25

BY-LAWS
OF

COMMUNICATIONS NETWORK CONSULTANTS, INC.

ARTICLE I. OFFICES

     1.01 The principal office of the corporation in the State of Rhode Island shall be located in the City of Providence. The Corporation may have such other offices either within or without the State of Rhode Island as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

     2.01 Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the _election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corps : on, and shall not otherwise affect valid corporate.

1

     2.02 Special Meetings. Special meetings of the shareholders, for any purpose or purposes,-unless otherwise prescribed by statute, may be called by the President or a majority of the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the corporation entitled to vote at the meeting.

     2.03 Place of Meeting. The Board of Directors or President may designate any place, either within or without the State of Rhode Island, as the place of meeting for any annual or special meeting of shareholders called by the Board of Directors or President. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Rhode Island, as the place for the holding of such meeting. If no designation is made for a special or annual meeting, the place of meeting shall be the principal office of the corporation in the State of Rhode Island.

     2.04 Notice of Meeting. Written 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 nor more than fifty 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 persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to

2

be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation with postage thereon prepaid.

     2.05 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.

     2.06 Proxies. At all meetings of shareholders, a shareholder may vote in person or 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 months from the date of its execution, unless otherwise provided in the proxy.

     2.07 Action by Shareholders Without a Meeting. Any action required to be taken at a meeting of the shareholders, or 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 shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

     3.01 General Powers. The Directors shall have all the powers vested in a Board of Directors in a business corporation except as otherwise provided in the Articles of Incorporation and these By-Laws. Without limiting the generality of the foregoing, they shall have the general direction, control and management of the property and business of the corporation; they may employ and

3

remove all agents as they may deem necessary; they shall determine the compensation and duties (in addition to those fixed by these By-Laws) of all officers, agents and servants of the corporation, and they shall generally do all things consistent with these By-Laws as they shall deem best calculated to promote the interests of the shareholders.

     3.02 Number, Tenure and Qualifications. The number of directors of the corporation shall be three, provided that if all of the outstanding shares of common stock of the corporation are owned by fewer than three shareholders, the shareholders may fix the number of directors at a number not less than the number of shareholders. Each Director shall hold office at the pleasure of the shareholders, and, unless sooner removed, until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

     3.03 Meetings. Meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call meetings of the Board of Directors may fix any place, either within or without the State of Rhode Island, as the place for holding any meeting of the Board of Directors called by them; provided that no such meeting shall be held in any place outside the State of Rhode Island without the consent of all the Directors unless the corporation maintains a place of business at such place. Any such meeting may be held by means of a telephone conference circuit, and connection to such circuit shall constitute presence at such meeting.

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     3.04 Notice. Notice of any meeting shall be given at least five days previously thereto by written notice delivered personally, by mail or by telegraph to each Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The 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 meeting of the Board of Directors need be specified in the notice of waiver of notice to such meeting.

     3.05 Quorum. A majority of the number of Directors fixed pursuant to 3.02 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 a majority is present, it may adjourn the meeting from time to time without further notice.

     3.06 Manner of Acting. Action may be taken by the Board of Directors by a majority of the Board.

     3.07 Action Without a Meeting. Any action may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before or after such action by all of

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the Directors.

     3.08 Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the shareholders or the remaining 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 election by the shareholders for a term of office continuing only until the next election of Directors by the shareholders.

     3.09 Removal. Any Director may be removed by only the affirmative vote of a majority of the outstanding shares at any time with or without cause.

ARTICLE IV. OFFICERS

     4.01 Number. The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person.

     4.02 Election and Term of Office. The officers of the corporation shall be elected annually and 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.

     4.03 Removal. Any officer may be removed only by the affirmative vote of a majority of the outstanding shares with or without cause at any time.

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     4.04 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.

     4.05 President. The President shall be the chief executive officer of the corporation, and subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He nay sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general 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.

     4.06 The Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President 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 President may sign, with the Secretary or an Assistant Secretary, certificates for

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shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     4.07 The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders 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 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 another officer certificates for shares of the corporation, issuance of which shall have been authorized by resolution of the Board of Directors; (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 any such other duties as these By-Laws shall require or as from time to time may be assigned to him by the President or by the Board of Directors.

     4.08 The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for money banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By-Laws;

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and (c) may sign with another officer certificates for shares of the corporation, and in general perform all of the duties incident to the office of Treasurer and such other duties required by these By-Laws or as from time to time may be assigned to him by the President or by the Board of Directors. 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.

     4.09 Additional Officers. Such additional officers as may be deemed necessary may be elected and removed by the Board of Directors at any time with or without cause.

ARTICLE V. CERTIFICATES FOR SHARES

     5.01 Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors, and shall be signed by any two officers of the corporation.

     5.02 Preemptive Right.

     A. No shareholder, including the executor or administrator of a deceased shareholder, shall have the right to sell, transfer (by gift or otherwise), pledge or encumber his stock in this corporation unless he shall first have offered in writing to sell such stock to the corporation (or if the corporation fails to purchase the same, then to all of the other shareholders, on a pro rata basis) at the lowest price at which he is willing to sell the same, and the corporation and/or the other shareholders

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have either refused to purchase said stock or have neglected to exercise their option to purchase within twenty days after receipt of such notice as hereinafter set forth.

     B. Any shareholder offering to sell his stock as aforesaid, shall state in writing the price at which he desires to sell said stock, and the corporation shall have the right to purchase said stock at the price so stated provided the corporation shall notify the selling shareholder in writing within twenty days after receipt by it of the offer to sell that it elects to exercise its option to purchase. If accepted, the date of purchase shall be sixty days from the date the notice was mailed to the corporation.

     C. If the corporation shall fail to accept the offer to purchase the stock within twenty days after receipt of the notice, thee selling shareholder shall send a similar notice to the remaining shareholders who shall have twenty days after the mailing of the same in which to notify the selling shareholder of their intention to purchase the same. If less than all of the stock shall be accepted, the offer shall be deemed rejected unless the remaining shareholders agree to purchase the remaining stock. If some but not less than all of the stock shall be accepted, the selling shareholder shall promptly offer the balance of the stock to the accepting shareholders pro rata. They shall have twenty days from mailing of that notice to accept the same. If some but not all is accepted, the same procedure shall be followed until either all is accepted or some remains unsold. If some remains unsold at that point, then the offer

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in its entirety shall be deemed rejected. The date of purchase shall be sixty days from the date all the stock has been accepted.

     D. If the other shareholders shall either notify the selling shareholder that they do not desire to purchase his stock or fail, within twenty days after receipt of his offer to sell, to notify him of their intention to purchase as aforesaid, the selling shareholder shall be entitled to sell his stock to any person at not less, however, than the amount at which he offered it to the corporation and all of the other shareholders.

     E. The corporation shall be entitled to refuse to register the name of any transferee of stock as an owner thereof on its records if he shall have paid less than the amount at which it was offered to the corporation and all of the other shareholders, and may require a statement from him under oath as to the amount which he has paid for said stock.

     F. The corporation and all of the other Stockholders may waive the provisions of this paragraph at any time.

     5.03 Stock Transfers. All transfers of stock of the corporation shall be made upon its books by the holder of the shares in person or by his lawfully constituted representative, upon surrender or certificates of stock for cancellation.

ARTICLE VI. CORPORATE SEAL

          The corporation shall have a corporate seal bearing

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the name of the corporation and the year and state of incorporation. The Board of Directors may change the form of the seal and the inscription thereon at any time at their discretion.

ARTICLE VII. WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Rhode Island Business Corporation Act, 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 VIII. INDEMNIFICATIONS

     Every director, officer, or employee of the corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, or employee of the corporation, or any settlement thereof, whether or not he is a director, officer, or employee at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance in the performance of his duties; provided that in the event of a settlement the

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indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled.

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ARTICLE IX. AMENDMENTS

     These By Laws may be altered, amended or repealed and new By-Laws may be adopted by an affirmative vote of a majority of the shareholders at any regular or special meeting. The Board of Directors may not amend these By-Laws.

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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
CNC/ACCESS, INC.

     The undersigned being all of the members of the Board of Directors of CNC/ACCESS, INC. (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution
effective as of Oct. 15, 2004.

WHEREAS, the Board of Directors has determined that the bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article II, Section 2.01 of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

     Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the _election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corps : on, and shall not otherwise affect valid corporate.

          /s/ Ronald G. Geary Ronald G. Geary

          /s/ Ralph G. Gronefeld,Jr. Ralph G. Gronefeld, Jr.

          /s/ Katherine W. Gilchrist Katherine W. Gilchrist

          /s/ Martin Miller Martin Miller

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EX-3.34 18 l18301aexv3w34.htm EXHIBIT 3.34

Exhibit 3.34

RESTATED ARTICLES OF INCORPORATION

OF

COMMUNITY ALTERNATIVES MISSOURI, INC.

ARTICLE I

Name

     The name of the Corporation is Community Alternatives Missouri, Inc. (hereinafter called the “Corporation’). The former name of the Corporation was Raiment, Inc.

ARTICLE II

Registered Office; Registered Agent

     The address of the registered office of the Corporation in the State of Missouri is 7733 Forsyth Boulevard, Clayton, Missouri. The name of its registered agent at such address is The Corporation Company.

ARTICLE III

Purposes and Powers

     The purposes for which the Corporation is organized are to engage in any lawful act or activity for which corporations may be organized under the General and Business Corporation Law of Missouri,

ARTICLE IV

capital stock

     The total number of shares of stock that the Corporation shall have authority to issue is Thirty Thousand (30,000); all of such shares shall be common stock with $1.00 par value.

ARTICLE V

Sole Incorporator

     The name and place of residence of each incorporator is as follows,

Name	Street	City
Wanda Bailey	1836 Georgia	Cape Girardeau
James L. Wolfankoehler	1843 Ricardo	Cape Girardeau

ARTICLE VI

Directors

     A. Number of Directors. The affairs of the Corporation shall be managed and conducted by a Board of Directors, and unless otherwise provided in the By-laws, the election of directors need not be by written ballot. The number of directors which shall constitute the whole Board of Directors shall be three (3). A majority of the number of directors shall constitute a quorum for the transaction of business, except that any vacancy on the Board of Directors,

whether created by an increase in the number of directors or otherwise, may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director.

     B. Power and Authority of the Board of Directors. The Board of Directors shall have such powers as are conferred on the Board of Directors by the laws of the State of Missouri. In furtherance of such powers, the Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the Corporation, without the consent or vote of the stockholders.

ARTICLE VII

Duration

     The duration of the Corporation is perpetual.

ARTICLE VIII

Elimination of Certain Liability of Directors

     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 a breach of a 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 the General and Business Corporation Law of Missouri, or (iv) for any transaction from which a director derived an improper personal benefit.

ARTICLE IX

Indemnification of Directors and Officers

     A. Right to Indemnification. To the fullest extent authorized by the General and Business Corporation Law of Missouri 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 said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”) because 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, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him in connection with such Proceeding.

     B. Advancement of Expenses. Expenses incurred by such a person in his capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of that person to repay such amounts unless it is ultimately determined that that person is entitled to be indemnified by the Corporation as authorized by the General and Business Corporation Law of Missouri. Expenses incurred by a person in any capacity other than as an officer or director of the Corporation may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors deems appropriate.

          C. Contract Right: Nonexclusivity of Rights.

     1. Contract Right. The indemnification provided for by this Article IX shall be a contract right and shall continue as to persons who cease to be a director, officer,

employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to this Certificate of Incorporation or repeal of any Article of this Certificate of Incorporation shall increase the liability of any director or officer of the Corporation for acts or omissions of such persons occurring prior to such amendment or repeal.

          2. Nonexclusivity of Rights. The right to indemnification conferred by the Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and in any other capacity.

     D. Insurance. 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, trustee, officer, partner, employee, or agent of another, domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of this Article IX or the General and Business Corporation Law of Missouri.

     E. Right of Claimant to Bring Suit. If a claim under paragraph A of this Article IX is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, 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 be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been-tendered to the Corporation), that the claimant has not met the standards of conduct which make it permissible under the Missouri General and Business Corporation Law for the Corporation to indemnify the claimant 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 or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper, in the circumstances because he or she has met the applicable standard of conduct set forth in the Missouri General and Business Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not set the applicable standard of conduct.

ARTICLE X

Consent Actions of Stockholders

     Any action required or permitted to be taken by the stockholders 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 in writing, setting forth the actions 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.

ARTICLE Xl

Amendment of Articles of Incorporation

     A. Reservation of Rights. The Corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation in the manner now

or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

     B. Amendment Procedure. Any amendment may be adopted by the affirmative vote of the holders of record of shares of stock entitling them to exercise at least a majority of the total voting power of all shareholders authorized under these Articles to vote, except as may be otherwise prescribed by the General and Business Corporation Law of Missouri.

     C. Restatement. These Amended and Restated Articles of Incorporation correctly set forth without changes to the corresponding provisions of the Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto.

* * * * * *

     IN WITNESS WHEREOF, these Restated Articles of Incorporation have been signed this 24th day of October, 1997.

     /s/ J. Gregory Price Vice President

     /s/ Mary D. Wiley Assistant Secretary

STATE OF KENTUCKY	)
	)	ss.
COUNTY OF JEFFERSON	)

     I, Stephanie R. Fullerton, a notary public, do hereby certify that on the 24th day of October, 1997, personally appeared before me, J. Gregory Price, Vice President of Community Alternatives Missouri, Inc., who being by me first duly sworn, declared that he is the person who signed the foregoing document and that the statements therein contained are true.

     /s/ Stephanie Robison Fullerton Notary Public

My commission expires: 3-12-2000

EX-3.35 19 l18301aexv3w35.htm EXHIBIT 3.35

Exhibit 3.35

AMENDED AND RESTATED BYLAWS

OF

COMMUNITY ALTERNATIVES MISSOURI, INC.

ARTICLE I

Offices

     1.1 Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, as the business of the Corporation may require from time to time.

     1.2 Registered Office. The registered office of the Corporation shall be The Corporation Company, 7733 Forsyth Boulevard, Clayton, Missouri,. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Shareholders

     2.1 Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

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     2.2 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

     2.3 Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

     2.4 Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper

2

transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

     2.5 Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing 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.

     2.6 Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

     2.7 Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at a time not longer than ninety (90) days after such adjournment at the

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same or some other place. Notice need not be given of any such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. If adjournment is for more than ninety (90) days of if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the date and place of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

     2.8 Voting. Unless otherwise required by the General and Business Corporation Law of Missouri (“Missouri Corporation Law”), the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

     2.9 Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed 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 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

     2.10 Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

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     2.11 Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;. and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

     2.12 Action by Consent of Shareholders. Any action required to betaken, or 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 III

Directors

     3.1 General Powers. The property and business 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 not less than three (3) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected not to exceed three (3) years and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

     3.3 Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of

5

Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     3.4 Annual. Regular, and Special Meetings. An annual 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 shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

     3.5 Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business

6

address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been 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 at the beginning of the meeting (or promptly upon the director’s 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.

     3.6 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, 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.

     3.7 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, unless otherwise required by the Articles of Incorporation.

     3.8 Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such. Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

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     3.9 Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. 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 shall be filled by a majority of the remaining directors then in office, and a director so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     3.10 Compensation. Directors may be paid their expenses, if any, and a fixed sum for 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 allowed like compensation for attending committee meetings.

     3.11 Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting 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.

ARTICLE IV

Committees

     The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two 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, and

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in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not 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 of 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. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V

Officers

     5.1 Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

     5.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. 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 is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

     5.3 Removal and Resignations. 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 interests of the Corporation would be served thereby, but such removal shall be without

9

prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     5.4 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.

     5.5 President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

     5.6 Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President,

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have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

     5.7 Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof 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, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

     5.8 Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

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     5.9 Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI

Contracts. Loans. Checks and Deposits

     6.1 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 instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

     6.2 Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized ‘by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

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     6.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

ARTICLE VII

Certificates for Shares and Their Transfer

     7.1 Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Missouri.

     7.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with 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.

     7.3 Lost, Stolen or Destroyed Certificates. A new certificate or certificates may 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 shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or

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registrar, 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 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 VIII

Emergency Bylaws

     The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Missouri Corporation Law, any emergency Bylaws permitted by the Missouri Corporation Law which shall be operative only during such emergency.

ARTICLE IX

Indemnification of Directors and Officers

     9.1 General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Missouri Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party 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, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the

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person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     9.2 Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Missouri Corporation Law.

ARTICLE X

Miscellaneous

     10.1 Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

     10.2 Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

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     10.3 Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

     10.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Missouri Corporation Law, 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.

     10.5 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 be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

     10.6 Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

     The above Amended and Restated Bylaws of the Corporation were adopted by the Corporation’s Board of Directors this 15th day of October, 1997.

/s/ E. Halsey Sandford

E. Halsey Sandford Secretary

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EX-3.44 20 l18301aexv3w44.htm EXHIBIT 3.44

Exhibit 3.44

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VOCA CORPORATION OF WASHINGTON, D.C.

To: Department of Consumer and Regulatory Affairs
Corporations Division
941 North Capital Street, N.E.
Washington, D.C. 20002

     We, the undersigned natural persons of the age of eighteen years or more, authorized to act on behalf of the corporation described below, present the following restated articles of incorporation duly proposed and adopted in accordance with all applicable provision of Title 29, Chapter 1 of the D.C. Code as amended.

     FIRST: The restated name of the Corporation is Community Alternatives of Washington, D.C., Inc. The original name of the Corporation was VOCA Corporation of Washington D.C. and the articles of incorporation were originally filed on November 22, 1988.

     SECOND: The period of its. duration is perpetual.

     THIRD: The amended and, restated; articles’ of incorporation were adopted by the vote of the sole shareholder of the Corporation. upon the. recommendation of the Board of Directors.

     FOURTH: The aggregate. number of shares which the corporation is authorized to issue is One Thousand (1,000). All shares shall be ‘of a single class and shall have a par value of Ten Dollars ($10.00) per share.

     FIFTH: There are no preferences or restated: preferences, restrictions or restated restrictions and special or relative rights or restated ,special or relative rights with respect to the shares of the single class of shares.

     SIXTH: Shareholders shall have.-,preemptive rights to acquire additional shares of the Corporation’s common stock, Ten Dollars ($10.00) par value per share.

     SEVENTH: The internal affairs of the corporation shall be regulated as set forth in the Bylaws.

Date: November 4, 2004	Vice President
	/s/ Mary D. Peters
	Assistant Secretary

EX-3.45 21 l18301aexv3w45.htm EXHIBIT 3.45

Exhibit 3.45

BYLAWS OF
VOCA CORPORATION OF
WASHINGTON, D.C.

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of the Corporation shall be at the office of the registered agent, in the District of Columbia, as named in the Articles of Incorporation or in any subsequent statement filed pursuant to D.C. Code Section 29-311 (1981 ed.).

     Section 2. Additional Offices. The Corporation may also have offices at such other places, both within and without the District of Columbia, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place. A meeting of stockholders for any purpose may be held at such time and place, within or without the District of Columbia, as the Board of Directors may fix from time to time and as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board, if any, the President, the Secretary, the Board of Directors or the holders of one-fifth (1/5) or more of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at any such meeting.

     Section 4. Notices of Annual and Special Meetings. Except as otherwise provided by law, the Articles of Incorporation or as otherwise set forth herein, written notice of any annual or special meeting of stockholders, stating the place, date and time thereof and, in the case of a

special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 50 days prior to the meeting. Notice of any meeting of stockholders (whether annual or special) to vote upon a plan of merger or consolidation to which the Corporation is to be a party shall be given to each stockholder entitled to vote at such meeting not less than 20 nor more than 50 days prior to such meeting.

     Section 5. Presiding Officer; Order of Business.

          (a) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or, if he is not present (or, if there is none), by the President, or, if he is not present, by such person who may have been chosen by the Board of Directors, or, if none of such persons is present, by chairman to be chosen by the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy. The Secretary of the Corporation, or, if he is not present, an Assistant Secretary, or, if he is not present, such person as may be chosen by the Board of Directors, shall act as secretary of meetings of stockholders, or, if none of such persons is present, the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy shall choose any person to act as secretary of the meeting.

          (b) The following order of business, unless otherwise ordered at the meeting by the chairman thereof, shall be observed as far as practicable and consistent with the purposes of the meeting:

1.	Call of the meeting to order.
2.	Presentation of proof of mailing of the notice of the meeting and, if the meeting is a special meeting, the call thereof.
3.	Presentation of proxies.
4.	Announcement that a quorum is present.
5.	Reading and approval of the minutes of the previous meeting.
6.	Reports, if any, of officers.
7.	Election of directors, if the meeting is an annual meeting or a meeting called for that purpose.
8.	Consideration of the specific purpose or purposes for which the meeting has been called (other than the election of directors), if the meeting is a special meeting.

9.	Transaction of such other business as may properly come before the meeting.
10.	Adjournment.

     Section 6. Quorum; Adjournments. The holders of a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote, present in person or represented by proxy, shall be necessary to, and shall constitute a quorum for, the transaction of business at all meetings of the stockholders, except as otherwise provided by law or in the Articles of Incorporation. If, however, a quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, until a quorum shall be present or represented. Even if a quorum shall 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 the power to adjourn the meeting from time to time for good cause, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, until a date which is not more than 30 days after the date of the original meeting. At any such adjourned meeting, at which a quorum shall be present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than 30 days, or if after the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

     Section 7. Voting.

          (a) At any meeting of stockholders, every stockholder hawing the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law or the Articles of Incorporation, each stockholder of record shall be entitled to one vote on each matter submitted to a vote for each share of capital stock registered in his name on the books of the Corporation.

          (b) All elections shall be determined by plurality vote, and except as otherwise provided by law or the Articles of Incorporation, all other matters shall be determined by a vote of a majority of the shares present yin person or represented by proxy and voting on such other matters.

     Section 8. Action by Consent. Any action required or permitted: by law or the Articles of Incorporation to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth. the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Such written consent shall be filed with the minutes of meetings of stockholders.

ARTICLE III

DIRECTORS

     Section 1. General Powers; Number; Tenure. The business and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts and things which are not by law, the Articles of Incorporation or these Bylaws directed or required to be exercised or performed by the stockholders. The number of directors of the Corporation which shall constitute the whole board shall be not less than three. The first board shall consist of four directors; thereafter, within the limits above specified, the number of directors shall be determined by the stockholders. 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 the next succeeding annual meeting of the stockholders or until his successor shall have been elected and qualified. Directors need not be stockholders or residents of the District of Columbia.

     Section 2. Vacancies. Except as otherwise provided by the Articles of Incorporation, any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of directors, may be filled by a majority vote in the remaining directors, although less than a quorum. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose. Each director so chosen shall hold office until the expiration of the term of his predecessor in office. If there are no directors in office, any officer or stockholder may call a special meeting of stockholders in accordance with the provisions of the Articles of Incorporation or these Bylaws, at which meeting such vacancies shall be filled.

     Section 3. Removal; Resignation.

          (a) Except as otherwise provided by law or the Articles of Incorporation, at a special meeting of stockholders called expressly for that purpose, any director may be removed, with or without cause, by a vote of stockholders holding a majority of the shares entitled to vote at an election of directors.

          (b) Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors or the designated officer It shall not be necessary for a resignation to be accepted before it becomes effective.

     Section 4. Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the District of Columbia as may be provided by resolution adopted by a majority of the Board of Directors.

     Section 5. Annual Meeting. The annual meeting of each newly-elected Board of Directors shall be held immediately following the annual meeting of stockholders, 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.

     Section 6. Regular Meetings. Additional regular meetings of the Board of Directors may be held without notice, at such time and place as may from time to time be determined by the Board of Directors.

     Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, or President on at least 2 days notice to each director, if such notice is delivered personally or sent by telegram, or on at least 3 days notice if sent by mail. Special meetings shall be called by the Chairman of the Board, if any, President or Secretary in like manner and on like notice on the written request of one or more directors then in office. Any such notice need not state the purpose or purposes of such meeting except as provided in Article XI.

     Section 8. Quorum; Adjournments. Except as may be otherwise specifically provided by law or the Articles of Incorporation, at all meetings of the Board of Directors, a majority of the number of directors fixed by these Bylaws 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. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. Compensation. Directors shall be entitled to such compensation for their services as directors, officers or otherwise and to such reimbursement for any reasonable expenses incurred in attending directors’ meetings as may from time to time be fixed by the affirmative vote of a majority of the directors then in office, irrespective of any personal interest of any director. The compensation of directors may be on such basis as is determined by the Board of Directors. Any director may waive compensation for any meeting.

     Section 10. Action by Consent. Any action required or permitted to be taken. at any meeting of the Board of Directors may be taken without a meeting if a written consent setting forth the action so to be taken shall be signed by all members of the Board of Directors. Such written consent shall be filed with the minutes of its proceedings.

     Section 11. Meeting By Conference Telephone. The directors may participate in a meeting of the board of directors, or any committee thereof, by means of a conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

ARTICLE IV

COMMITTEES

     Section 1. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these Bylaws, designate 2 or more directors to constitute an Executive Committee, one of whom shall be designated as Chairman of the Executive Committee. Each member of the Executive Committee shall continue as a member

thereof until the expiration of his term as a director, or his earlier resignation, unless sooner removed a member or a director.

     Section 2. Powers. The Executive Committee shall have and may exercise, to the extent provided in the resolution specified in Section 1 of Article IV, all of the rights, powers and authority of the Board of Directors.

     Section 3. Procedure; Meetings. The Executive Committee may fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the Executive Committee shall provide. The Executive Committee shall keep regular minutes of its meetings and deliver such minutes to the Board of Directors.

     The Chairman of the Executive Committee, or, in his absence, a member of the Executive Committee chosen by a majority of the members present, shall preside at meetings of the Executive Committee, and another member thereof chosen by the Executive Committee shall act as Secretary of the Executive Committee.

     Section 4. Quorum. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members thereof shall be required for any action of the Executive Committee.

     Section 5. Other Committees. The Board of Directors, by resolutions adopted by a majority of the directors at a meeting at which a quorum is present, may appoint such other committee or committees as it shall deem advisable and with such limited authority as the Board of Directors shall prescribe.

     Section 6. Vacancies; Changes; Discharge. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

     Section 7. Compensation. Members of any committee shall be entitled to such compensation for their services as members of any such committee and to such reimbursement for any reasonable expenses incurred in attending committee meetings as may from time to time be fixed by the affirmative vote of a majority of the directors then in office. Any member may waive compensation for any meeting.

     Section 8. Action by Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a written consent setting forth the action so to be taken shall be signed by all members of such committee. Such written consent shall be filed with the minutes of the proceedings.

ARTICLE V

NOTICES

     Section 1. Form; Delivery. Whenever, under the provisions of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice unless otherwise specifically provided, 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. Such notices shall be deemed to be given at the time they are deposited in the United States mail addressed as aforesaid with postage thereon prepaid. Notice to a director or stockholder may also be given personally or by telegram sent to his address as it appears on the records of the Corporation.

     Section 2. Waiver; Effect of Attendance. Whenever any notice is required to be given under the provisions 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 equivalent to the giving of such notice. In addition, any stockholder who attends a meeting of stockholders in person, or is represented at such meeting by proxy, or any director who attends a meeting of the Board of Directors, or any member of a committee who attends a meeting of such committee, shall — be deemed to have had timely and proper notice of the meeting, unless such stockholder (or his proxy), director or committee member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

OFFICERS

     Section 1. Designations. The officers of the Corporation shall be chosen by the Board of Directors and shall consist of a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, other Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers and other officers and/or agents as it shall deem necessary or appropriate. The election or appointment of any officer of the Corporation shall not of itself create contract rights for any such officer. All officers of the Corporation shall exercise such powers and perform such duties as may be provided in these Bylaws or as shall from time to time be determined by resolution of the Board of Directors not inconsistent with these Bylaws. Any 2 or more offices may be held by the same person except the offices of President and Secretary.

     Section 2. Term of Office; Removal. The Board of Directors at its annual meeting after each annual meeting of stockholders shall choose a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, other Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers, and such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall hold office until his successor is chosen and shall qualify. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be filled for the unexposed portion of the term by the Board of Directors.

     Section 3. Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

     Section 4. The Chairman of the Board. The Chairman of the Board (if the Board of Directors so deems advisable and selects one) shall be an officer of the Corporation and, subject to the direction of the Board of Directors, shall perform such executive, supervisory and management functions and duties as may be assigned to him from time to time by the Board. He shall, if present, preside at all meetings of stockholders and of the Board of Directors.

     Section 5. The President.

          (a) The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. In general, he shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect. In addition to and not in limitation of the foregoing, the President shall be empowered to authorize any change of the registered office or registered agent (or both) of the Corporation in the District of Columbia.

          (b) Unless otherwise prescribed by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at any meeting of security holders of other corporations in which the Corporation may hold securities. At such meeting the President 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. The Board of Directors may from time to time confer like powers upon any other person or persons.

     Section 6. The Vice President. The vice President (or in the event there be more than one, the vice Presidents in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the President or in the event of his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

     Section 7. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all votes and the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other committees, if required. He shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President, under whose supervision he shall act. He shall have custody of the 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, the seal 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 thereof by his signature.

     Section 8. The Assistant Secretary. The Assistant Secretary, if any (or in the event there be more than one, the Assistant Secretaries in the order designated, or in the absence of any designation, in the order of their election), shall in the absence of the Secretary or in the event of his disability, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

     Section 9. The Treasurer. The Treasurer shall have the custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements 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 from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors by taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     Section 10. The Assistant Treasurer. The Assistant Treasurer, if any (or in the event there shall be more than one, the Assistant Treasurers in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the Treasurer or in the event of his disability, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

ARTICLE VII

INDEMNIFICATION OF CERTAIN PERSONS

     Section 1. Power to Indemnify. The Corporation shall have the power to indemnify any person who was or is a director or officer of the Corporation and who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative 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 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 reason to believe his conduct was unlawful. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

     Section 2. Mandatory Indemnification. To the extent that any person specified in Section 1 of this Article has been successful on the merits or otherwise in the defense of any such. action, suit or proceeding, 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.

     Section 3. Determination of Indemnification. Any indemnification under Section 1 of this Article (and, as to which, Section 2 of this Article is not applicable) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the appropriate person is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article. 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 such action, suit or proceeding, (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 stockholders.

ARTICLE VIII

STOCK CERTIFICATES

     Section 1. Form; Signatures.

          (a) Every holder of fully-paid capital stock of the Corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, exhibiting on the face thereof the number and class (and series, if any) of shares owned by him. Each certificate representing stock in the Corporation shall also state upon the face thereof the name of the person to whom it is issued and that the Corporation is organized under the laws of the District of Columbia. Each such certificate shall be sealed with the seal of the Corporation or a facsimile thereof. In case any officer who has signed or whose facsimile signature was placed on a certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

          (b) All stock certificates representing shares of capital. stock which are subject to restrictions on transfer or to other restrictions shall have imprinted thereon such notation to such effect as may be determined by the Board of Directors.

     Section 2. Registration of Transfer. Except as otherwise provided by law, upon surrender to 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, to cancel the old certificate and to record the transaction upon its books.

     Section 3. Registered Stockholders.

          (a) Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person who is registered on its books as the owner of shares of its capital stock to receive dividends or other distributions and to vote as such owner, and to hold liable for calls and assessments a person who is registered on its books as the owner of shares of

its capital stock. The Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

          (b) If a stockholder desires that notices and/or dividends shall be sent to a name or address other than the name or address appearing on the stock ledger maintained by the Corporation, such stockholder shall have the duty to notify the Corporation in writing of such desire. Such written notice shall specify the alternate name or address to be used.

     Section 4. Record Date. In order that the Corporation may determine the stockholders of record who are entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or to make a determination of the stockholders of record for any other proper purpose, the Board of Directors may, in advance, fix a date as the record date for any such determination. Such date shall not be more than 50 days before the date of any such meeting, nor more than 50 days prior to the date of any other action. For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders, such date shall not be less than 10 days immediately preceding such meeting. 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 taken pursuant to Section 6 of Article II; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     Section 5. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation which is claimed 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, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stole nor destroyed certificate, 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, or other security in such form, as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate claimed to have been lost, stolen or destroyed.

ARTICLE IX

AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

     Section 1. Affiliated Transactions. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or. officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to the contract or transactions are disclosed or are known to the Board of Directors or the committee, and. the

Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders.

     Section 2. Determining Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes any contract or transaction specified in Section 1 of Article IX.

ARTICLE X

GENERAL PROVISIONS

     Section 1. Dividends. Except as otherwise provided bylaw and subject to the provisions of the Articles of Incorporation, dividends upon the outstanding capital stock of the Corporation may be declared by the Board of Directors at any annual, regular or special meeting and may be paid in cash, in property or in shares of the Corporation’s capital stock.

     Section 2. Reserves. The Board of Directors shall have full power, subject to the provisions of law and the Articles of Incorporation, to determine whether any, and, if so, what part of the funds legally available for the payment of dividends shall be declared as dividends and paid to the stockholders of the Corporation. The Board of Directors, in its sole discretion, may fix a sum which may be set aside or reserved over and above the paid-in capital of the Corporation for working capital or as a reserve for any proper purpose, and may from time to time increase, diminish or vary such fund or funds.

     Section 3. Fiscal Year. The fiscal year of the Corporation shall be as determined from time to time by the Board of Directors. The initial fiscal year of the Corporation shall be July 1 to June 30.

     Section 4. Seal. The corporate seal shall have inscribed hereon the name of the Corporation, the year of its incorporation and. the words “Corporate Seal” and “District of Columbia.”

ARTICLE XI

AMENDMENTS

     Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have the power to make, alter, amend and repeal these Bylaws, and to adopt new bylaws, by an affirmative vote of a majority of the directors then in office, provided that notice of the proposal

to make, alter, amend or repeal these Bylaws, or to adopt new bylaws, must be included in the notice of the meeting of the Board of Directors at which such action takes place.

EX-3.46 22 l18301aexv3w46.htm EXHIBIT 3.46

Exhibit 3.46

RESTATED ARTICLES OF ORGANIZATION

OF

CREATIVE NETWORKS, L.L.C.

     Pursuant to the provisions of A.R.S. § 29-633(D), Creative Networks, L.L.C., formerly known as Matrix Networks, L.L.C., whose Articles of Organization were initially filed with the Arizona Corporation Commission as of September 1, 1995, hereby adopts the following Restated Articles of Organization:

1.	The name of the limited liability Company is Creative Networks, L.L.C.
2.	The address of the registered office of the limited liability company is 201 West Coolidge Street, Suite 100, Phoenix, Arizona 85013.
3.	The name and address of the agent for service is:

Norman C. Storey, Esq.
Squire, Sanders & Dempsey
40 N. Central Ave., Suite 2700
Phoenix, Arizona 85004

4.	There will be two or more members of the limited liability company at the time of its formation.
5.	Management of the limited liability company is vested in its managers.
6.	The name and business address of the five managers of the limited liability company are:

Hollis R. Bohling
3420 E. Shea Blvd., Suite 115 ‘
Phoenix, Arizona 85028

Gale L. Bohling
3420 E. Shea Blvd., Suite 115
Phoenix, Arizona 85028

Guy A. Gibson
1380 Lawrence St., Suite 1410
Denver. Colorado -85024

D. Mark Spencer
1380 Lawrence St., Suite 1410
Denver, Colorado 85024

Richard V. Schmitz
1380 Lawrence St., Suite 1410
Denver, Colorado 85024

7. The name and address of each member who has a twenty percent or greater interest in the limited liability company are:

Matrix Diversified, Inc.
201 West Coolidge Street, Suite 100
Phoenix, Arizona 85013

8.	The latest date on which the limited liability company is to dissolve is December 31,2030.
9.	The organizer of the limited liability company was Matrix Diversified, Inc., an Arizona corporation, by Norman C. Storey, its Assistant Secretary.
	DATED: October 2, 1995.

          /s/ D. Mark Spencer D. Mark Spencer, a Manager

EX-3.47 23 l18301aexv3w47.htm EXHIBIT 3.47

Exhibit 3.47

OPERATING AGREEMENT

OF

CREATIVE NETWORKS. L.L.C.
an Arizona limited liability company

     THIS OPERATING AGREEMENT (“Agreement”) is made and entered into this ___ day of August, 1995, by and between Matrix Diversified, Inc. an Arizona corporation (“Matrix Diversified”) and Stonebridge Partners. a Colorado general partnership (“Stonebridge”), as the Members.

SECTION 1

     1.1 Formation and Name. The Members have formed a limited liability company under the name “Creative Networks, L.L.C.” (“LLC”) pursuant to the Arizona Limited Liability Company Act, Arizona Revised Statutes §§ 29-601 et seq. (“LLC Act”).

     1.2 Place of Business. The principal place of business of the LLC shall be at 2510 West Dunlap Avenue, Suite 300, Phoenix. Arizona 85021-2709, or such other place as the Members by unanimous agreement shall determine.

     1.3 Purpose. The LLC has been formed (a) to engage in the business of operating a health services network: and (b) to transact any and all lawful business for which limited liability companies may be organized under the laws of the State of Arizona, as the same may be amended from time to time; and may engage in any activities and perform all acts required in connection with, or incidental to, its business. Except as specifically permitted herein, the LLC may not engage in any other activity or business and no Member shall have any authority to hold himself out as an agent of another Member in any other business or activity.

     1.4 Term. The term of the LLC commenced on the date the Articles of Organization were filed with the Arizona Corporation Commission and shall continue until December 31, 2030, unless sooner dissolved pursuant to the terms of Section 7.1.

     1.5 Agent for Service of Process. The name and business address of the agent for service of process for the LLC is Norman C. Storey, 40 North Central Avenue, Suite 2700. Phoenix. Arizona 85004. The Management Committee may change the agent for service of process from time to time.

     1.6 Managers and Management Committee.

          (a) The Managers of the LLC shall be Hollis R. Bohling and Gale L. Bohling (Hollis R. Bohling and Gale L. Bohling are referred to herein as “Seller Managers” and three Managers appointed by Matrix Diversified (the three Managers appointed by Matrix Diversified are referred to herein as “Matrix Managers”, and Seller Managers and Matrix Managers are referred to collectively herein as “Managers”). The Managers need not he

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Members of the LLC. If the employment of the Seller Managers is terminated. Matrix Diversified shall have the right to replace the Seller Managers.

          (b) The LLC shall be managed by a five Person management committee (“Management Committee”), such committee to consist of the Seller Managers and the Matrix Managers. The Management Committee shall approve an annual business plan (“Annual Plan”) and an annual budget (“Annual Budget”). The Seller Managers shall run the day-to-day business of the LLC in compliance with the Annual Plan and the Annual Budget.

     1.7 Definitions. Whenever used in this Agreement- the following terms shall have the following meanings:

     “Adjusted Capital Account Deficit.” With respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

     (a) Credit to such Capital Account any amounts which such Member 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 1.7042(i)(5): and

     (b) Debit to such Capital Account the items described in Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

     The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     “Affiliate.” A Person that:

          (i) directly or indirectly controls, is controlled by or is under common control with another Person;

          (ii) owns or controls ten percent (10%) or more of the outstanding voting securities of such other Person;

          (iii) is an officer, director or partner of such other Person (or member, if such other Person is a limited liability company); or

          (iv) If such other Person is an officer, director. partner or member of a limited liability company, any Person for which such other Person acts in any such capacity.

     For purposes of this definition, the terms “controls”, “is controlled by”. or is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.

     “Agreement.” This Operating Agreement.

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     “Annual Budget.” The Annual Budget for the LLC prepared by the Seller Managers and approved by the Management Committee prior to the beginning of each fiscal year of the LLC and setting forth the budget for the LLC for the upcoming fiscal year.

     “Annual Plan.” The Annual Plan for the LLC prepared by the Seller Managers and approved by the Management Committee prior to the beginning of each fiscal year of the LLC and setting forth the business plan for the LLC for the upcoming fiscal year.

     “Capital Account.” The Capital Account established and maintained for each Member pursuant to Section 5.6 hereof.

     “Capital Contribution(s).” The amount of money and initial Gross Asset Value of any property (other than money) contributed to the LLC with respect to the interest in the LLC held by a Member. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution previously made by a predecessor of the Member with respect to the interest held by such Member.

     “Code.” The Internal Revenue Code of 1986, as amended from time to time (or corresponding provision of succeeding law).

     “Depreciation.” 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 or other period, Depreciation shall he 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; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Management Committee.

     “Distribution(s).” All distributions of cash or property by the LLC to the Members in accordance with this Agreement.

     “Gross Asset Value.” 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 Member to the LLC shall be the gross fair market value of such asset as of the date of contribution, as determined by the contributing Member and the Management Committee;

     (ii) The Gross Asset Value of all L-LC assets shall be adjusted to equal their respective gross fair market values, as determined by the Management Committee, as of the following times: (a) the acquisition of an additional interest in the LLC by any new or existing Member in exchange for more than a de minimis Capital Contribution: (h) the distribution by the LLC to a Member of more than a de minimis amount of property of the LLC as

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consideration for any interest in the LLC; and (c) the liquidation of the LLC within the meaning of Regulations § 1.704-1(b)(2)(ii)(g): provided. however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the Management Committee reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the LLC;

     (iii) The Gross Asset Value of any LLC asset distributed to am Member shall be the gross fair market value of such asset on the date of distribution as determined by the distributee and the Management Committee: and

     (iv) The Gross Asset Values of LLC assets shall he increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code § 734(b) or Code § 743(b). but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations §1.704-1(b)(2)(iv)(in) and Section 5.3(g) hereof; provided, however that Gross Asset Values shall not be adjusted pursuant to this subsection (iv) to the extent the Management Committee determines that an adjustment pursuant to subsection (ii) hereof is necessary or appropriate in connection with a 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 (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 the purposes of computing Profits and Losses.

     “LLC.” Creative Networks, L.L.C., an Arizona limited liability company.

     “LLC Act.” The Arizona Limited Liability Company Act. Arizona Revised Statutes §§ 29-601 et seq., as amended.

     “LLC Minimum Gain.” As defined in Regulations §§ 1.704-2(b) (2) and 1.704 2(d).

     “Management Committee.” The five Person Management Committee composed of the two Seller Managers and the three Matrix Managers.

     “Managers.” Each of the two Seller Managers and each of the three Matrix Managers.

     “Matrix Managers.” Each of the three Managers appointed from time by Matrix Diversified to be Managers of the LLC.

     “Member.” Each of the Members named in this Agreement and any other Person that becomes a Member pursuant to this Agreement.

     “Member Nonrecourse Debt.” As defined in Regulations § 1.704-2(h)(4).

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     “Member Nonrecourse Debt Minimum Gain.” An amount which, with respect to each Member Nonrecourse Debt. is equal to the Member Minimum Gain that would result if such Member Recourse Debt were treated as a Nonrecourse Liability determined in accordance with Regulations § 1.704-2(i)(3).

     “Member Nonrecourse Deductions.” As defined in Regulations §§ 1.704-2(i) (1) and 1.704-2(i) (2).

     “Membership Interest.” The interest of a Member in the LLC representing such Member `s rights, powers and privileges as specified in this Agreement.

     “Nonrecourse Deduction.” As defined in Regulations § 1.704-2(b)(l).

     “Nonrecourse Liability.” As defined in Regulations § 1.704-2(h)(3).

     “Person.” An individual, firm, partnership, corporation, limited liability company, estate, trust or other entity.

     “Prime Rate.” The base rate on corporate loans at large united States money center commercial banks published from time to time by the Wall Street Journal as the “Prime Rate” or if the Wall Street Journal no longer publishes a “Prime Rate” such other rate as the Management Committee reasonably determines is comparable thereto.

     “Profits and Losses.” With respect to any fiscal year or other period. an amount equal to the LLC’s taxable income or loss for such year or period. determined in accordance with Code § 703(a) (for this purpose, all items of income, gain, loss or deductions required to be stated separately pursuant to Code § 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

     (i) Any income of the LLC that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss;

     (ii) Any expenditures of the LLC described in Code § 705(a)(2)(B) or treated as Code § 705(a)(2)(B) expenditures pursuant to Regulations § 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses hereunder shall be subtracted from such taxable income or loss;

     (iii) If the Gross Asset Value of any LLC asset is adjusted pursuant to subsections (ii) or (iii) of the definition of Gross Asset Value herein. 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 LLC property with respect to which gain or loss, if any, would be recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the LLC

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property disposed of, notwithstanding that the adjusted tax basis of such LLC property may differ from its Gross Asset Value;

     (v) 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 the definition set forth herein;

     (vi) To the extent an adjustment to the adjusted tax basis of any LLC asset pursuant to Code § 734(b) or Code § 743(b) is required pursuant to Regulations § 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining `Capital Accounts as a result of a distribution other than in complete liquidation of a Member’s interest in the LLC, 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 ,he basis of the asset) front the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses;

     (vii) Notwithstanding any other provision of this definition, any item which is specially allocated pursuant to Section 5.3 or 5.4 of this Agreement shall not be taken into account in computing Profits and Losses.

     The amounts of the items of LLC income, gain, loss or deduction available to be specially allocated pursuant to Sections 5.3 or 5.4 hereof shall be determined by applying rules analogous to those set forth in this definition of Profits and Losses.

     “Regulations.” The temporary and final Treasury Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

     “Regulatory Allocations.” As defined in Section 5.4.

     “Seller Managers.” Gale L. Bohling and Hollis R. Bohling, unless replaced in accordance with Section 1.6(a) hereof.

     “Transfer.” To sell, assign, transfer, give. donate. pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the LLC.

SECTION 2

     2.1 Capital Contributions of the Members. Matrix Diversified shall make a Capital Contribution to the LLC with a Gross Asset Value of $990,000 Dollars ($___.00) comprised of the assets previously used in the operation of the business of Creative Networks. Inc. Stonebridge shall make a Capital Contribution To the LLC in the amount of $10,000 Dollars ($___.00).

     2.2 Additional Capital Contributions. No additional Capital Contributions to the capital of the LLC shall be required of any Member. The Members may make additional

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Capital Contributions from time to time in such amounts and proportions as the Members may agree.

     2.3 Membership Interests. There shall be one class of Members, who shall be entitled to vote on LLC matters on the basis of their respective percentages of Membership Interests owned. The Membership Interests of the Members are as follows.

Member	Percentage
Matrix Diversified		99	%
Stonebridge		1	%

     2.4 Temporary Loans. If the Capital Contributions, operating income and other LLC funds available are insufficient to finance LLC activities, one or more Members may make a loan to the LLC to fund operations and expenses. Any such loans shall be on such terms and conditions as the Management Committee and the loaning Members shall agree.

     2.5 Priority and Return of Capital. Except as expressly set forth in this Agreement, no Member shall have priority over any other Member, either as to the return of Capital Contributions or as to Profits. Losses or Distributions; provided that this Section shall not apply to advances or loans which a Member has made to the LLC. No Member shall receive any interest, salary or other return with respect to its Capital Contributions. Capital Account or for services rendered on behalf of the LLC or otherwise in its capacity as a Member. except as specifically set forth in this Agreement or except with respect to loans made to the LLC.

     2.6 Payments of Individual Obligations. The LLC’s credit and assets shall be used solely for the benefit of the LLC, and no asset of the LLC shall be transferred or encumbered for or in payment of any individual obligation of a Member.

     2.7 Limitation of Liability. Each Member’s liability for the debts and obligations of the LLC shall be limited as set forth in the Act.

SECTION 3

     3.1 Management Committee. The Management Committee shall have the exclusive right to manage the affairs of the LLC and shall have all rights, powers and authority afforded to a Manager of an LLC under the LLC Act. Without limiting the generality of the foregoing. the Management Committee shall have full power and authority to do the following:

          (a) To purchase. lease, rent, exchange or otherwise acquire any real or personal assets and properties for the LLC;

          (b) To hold, operate, maintain. remodel and otherwise deal with the real and personal assets and properties of the LLC;

          (c) To sell. convey. assign, lease. rent, develop- exchange and otherwise dispose of in whole or in part the real and personal assets and properties of the LLC:

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          (d) To grant easements. licenses, servitudes and rights of way with respect to the real and personal, assets and properties of the LLC and enter into agreements respecting their use;

          (e) To execute and deliver for, on behalf of and in the name of the LLC any agreements, contracts. certificates, deeds, bills of sale ___ pledges, assignments. leases ___ subleases. stock powers and other instruments and documents with respect to the real and personal assets and properties of the LLC in connection with the management and operation of the business and affairs of the LLC:

          (f) To borrow money on behalf of the LLC and, in connection therewith, to execute and deliver (or authorize in writing a particular Person or Persons to execute and deliver) for. on behalf of and in the name of the LLC bonds, notes. mortgages. deeds of trust, pledges, security agreements, financing statements, assignments and other agreements and documents creating liens on, or granting security interests in or otherwise affecting, the assets and properties of the LLC (an), of which loan documents may contain confessions of judgment and warrants of attorney), and extensions, renewals and modifications thereof, and to prepay in whole or in part. refinance, recast, increase, modify or extend any indebtedness to the LLC:

          (g) To engage, on behalf of the LLC all employees, agents. architects. engineers, contractors, attorneys, accountants, consultants or any other Persons as the Management Committee, in its sole discretion, deems appropriate for the performance of legal and accounting services or otherwise in connection with the conduct, operation and management of the LLC’s business and affairs, all on such terms and for such compensation as the Management Committee. in its sole discretion, deems proper;

          (h) To prosecute, defend, settle or compromise. at the LLC’s expense. any suits, actions or claims at law or in equity to which the LLC is a party or by which affected as may be necessary or proper in the Management Committee’s sole discretion, to enforce or protect the LLC’s interests. and to satisfy out of LLC funds any judgment, decree or decision of any court, board, agency or authority having jurisdiction or any settlement of any suit, action or claim prior to judgment or final decision thereon;

          (i) To determine when and in what aggregate amounts Distributions to the Members shall be made;

          (j) To dissolve and liquidate the LLC:

          (k) To admit new Members or to approve Transfers of Membership Interests property made pursuant to the terms of this Agreement:

          (1) To vote at any election or meeting of any corporation in person. or by proxy, and to appoint agents to do so in its place and stead;

          (m) To file. on behalf of the LLC, all required local, state and federal tax returns relating to the LLC or its assets and properties and to make or determine not to make

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an and all elections with respect thereto, subject to the provisions. of Section 5 of this Agreement;

          (n) To invest and reinvest the funds of the LLC and to establish hank. money market and other accounts for the deposit of the LLC’s funds and permit withdrawals therefrom upon such signatures as the Management Committee designates;

          (o) To obtain casualty and liability insurance on behalf of and for the protection of the LLC and the Members:

          (p) To execute and deliver (or authorized in writing a particular Person or Persons to execute and deliver) any and all instruments and documents, and to do any and all other things necessary or appropriate, in the Management Committee’s sole discretion ___ for the accomplishment of the business and purposes of the LLC or necessary or incidental to the protection and benefit of the LLC;

          (q) To sell all of the assets of the LLC to any Person (subject to the approval of the Members);

          (r) To amend this Agreement, provided that such amendment is of an inconsequential nature and does not adversely affect the Members in any material respect, or is necessary or desirable to comply with any applicable law or governmental regulation; and

          (s) Approve a plan of merger or consolidation of the LLC with or into one or more other Persons (subject to the approval of the Members).

     3.2 Fees and Compensation to the Managers. The Managers shall not ht entitled to receive any fees or compensation for services to the LLC in their capacity as Manager, but shall be entitled to reimbursement for expenses incurred in connection with the LLC: provided, however, the Seller Managers shall be entitled to compensation as employees of the LLC as may be provided from time to time in employment agreements executed by the LLC and the Seller Managers

     3.3 Duties and Obligations of the Seller Managers. The Seller Managers shall have full power and authority to enter into contracts and agreements necessary and appropriate for the ordinary conduct of the day-to-day business of the LLC; provided, however. that in no event shall the Seller Managers enter into any contract or agreement which has a term of more than one year or under which the aggregate sum payable by the LLC is in excess of $___.00, without the prior approval of the Management Committee. The acts of the Seller Managers shall bind the LLC when within the scope of the Seller Managers’ authority. The Seller Managers shall at all times be subject to the direction of the Management committee. The Seller Managers may engage or retain other persons to perform any of their functions or responsibilities hereunder- Without limiting or broadening the power and authority of the Seller Managers as set forth earlier in this Section 3.3, the Seller Managers shall perform. or cause to be performed at the expense of the LLC. the following services:

          (a) Take all action which may be necessary or appropriate (i) for the continuation of the LLC’s valid existence as a limited liability company under the laws of the

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state of Arizona and (ii) for the acquisition, development, maintenance, preservation and operation of all of the LLC’s property and business in accordance with the provisions of this Agreement and applicable laws and regulations.

          (b) Prepare the Annual Plan. the Annual Budget and other plans requested by the Management Committee;

          (c) Provide management, financial and business planning services to the LLC;

          (d) Implement all decisions of the Management Committee;

          (e) Conduct the ordinary and usual business and affairs of the LLC;

          (f) Establish books of account, record and payment procedures, including individual Capital Accounts of the Members;

          (g) Disburse all receipts and make all necessary payments and expenditures to the extent of funds available therefor;

          (h) Obtain and keep in force, or cause to be obtained and kept in force. reasonable and adequate insurance coverage for a business of this type;

          (i) Make all reports to the Members required by Agreement or by law; and

          (j) Prepare and file, or cause to he prepared and filed. on or before the due date (or any extension thereof) any federal, state or local tax returns required to he filed by the LLC.

The Seller Managers shall be under a fiduciary duty to conduct the affairs of the LLC in the best interests of the LLC and of the Members, including the safekeeping and use of all LLC funds and assets for the exclusive benefit of the LLC. The Seller Managers shall not enter into any transaction with the LLC which may significantly benefit the Seller Managers in their independent capacity unless the transaction is expressly approved by the `Management Committee.

     3.4 Confirmation of Authority. Any documents to be executed on behalf of the LLC, including, but not limited to. agreements: leases, deeds, mortgages, deeds of trust. notes, bonds, assignments. stock powers and other forms of contracts, and all amendments. modifications or rescissions of the same, shall be binding upon and considered as authorized for the LLC when signed on its behalf by a Manager, or by such other Person as the Management Committee shall specify in writing.

     3.5 Members’ Right to Vote. The Members shall have the right to vote on the following matters. as to which the vote of Members holding a majority-in-interest of the Membership Interests shall be obtained before the LLC undertakes any such action:

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          (a) Adopt, amend, amend and restate or revoke this Agreement:

          (b) Authorize a transaction. agreement or action on behalf of the LLC that is unrelated to its purpose or business as described herein or that otherwise violates this Agreement:

          (c) Issue an interest in the LLC to any Person:

          (d) Approve a plan of merger or consolidation of the LLC with or into one or more business entities: or

          (e) Authorize an amendment to the articles of organization of the LLC that changes the status of the limited liability company from or to one in which management is vested in a Manager or Managers to -or from one in which management is reserved to the Members.

     3.6 Meetings of Members. The LLC shall not be required to have regular meetings of its Members. Special meetings of the Members may be called by the Management Committee from time to time to obtain the vote of the Members on the matters set forth iii Section 3.5 or for any other purpose or purposes.

          (a) The Management Committee may designate any place, either or outside the State of Arizona, as the place of meeting for any meeting of the Members. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be held at the principal place of business of the LLC. as set forth in Section 1.2.

          (b) 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 three (3) nor more than fifty (50) days before the date of the meeting, either personally or by mail. by or at the direction of the Management Committee, to each Member entitled to vote at such meeting.

          (c) At all meetings of the Members a Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the LLC before or at the time of the meeting, No proxy shall be valid after eleven months from the date of its execution. unless otherwise provided in the proxy.

     3.7 Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the LLC for inclusion in the minutes or for filing with the LLC records ___ An action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.

     3.8 Meetings of Management Committee. The LLC shall not be required to have regular meetings of its Management Committee. Special meetings of the Management Committee may be called by any Manager from tine to time to obtain the vote of the Management committee on the matters set’ forth in Section 3.1 or for any other purpose or

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purposes. An affirmative vote by a majority of the Managers is required for the Management Committee’s approval of any matter.

          (a) The chairman of the Management Committee may designate any place, either within or outside the State of Arizona, as the place of meeting for any meeting of the Management Committee, If no designation is made. or if a special meeting be otherwise called, the place of meeting shall be held at the principal place of business of the LLC, as set forth in Section 1.2.

          (b) 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 three (3) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the Management Committee. to each Manager.

     3.9 Action by Management Committee Without a Meeting. Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Managers and delivered to the LLC for inclusion in the minutes or for filing with the LLC records. An action taken under this Section is effective when all Managers have signed the consent, unless the consent specifies a different effective date.

SECTION 4

     4.1 Amount and Time of Distribution. Except for funds distributed pursuant to Section 7.3 of this Agreement, the portion, if any. of the LLC’s cash funds and other property. after payment of expenses and the making of all other expenditures which the Management Committee determines. in its sole discretion, to be in excess of the LLC’s working capital needs and such reserves as the Management committee deems appropriate for the fixed and contingent obligations of the LLC, shall be distributed from time to time as the Management Committee deems proper.

     4.2 General Rule for Distributions. Except as otherwise provided in this Agreement. all Distributions shall be made to the Members in accordance with their respective Membership Interests. Upon liquidation, liquidation proceeds shall be distributed to the Members in accordance with Section 7.3.

     4.3 No Distribution upon Withdrawal. No withdrawing Member shall be entitled to receive any Distribution. or the value of such Member’s Membership Interest as the result of such withdrawal prior to the liquidation of the LLC.

SECTION 5

     5.1 Allocation of Profits. After taking into account the special allocations provided in Sections 5.3 and 5.4. Profits, if any, of the LLC shall be allocated as follows:

          (a) First. 100% to the Members until the aggregate Profits allocated to the Members pursuant to this Section 5.1(a) for such fiscal year and a]1 previous years is equal

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to the aggregate Losses allocated to the Members pursuant to the last sentence of Section 5.2 of this Agreement for all previous years; and

          (b) second, the balance, if any, shall be allocated to the Members in accordance with their respective Membership Interests.

     5.2 Allocation of Losses. After taking into account the special allocations provided in Sections 5.3 and 5.4, Losses, if any, of the LLC shall be allocated to the Members pro rata in accordance with their respective Membership Interests; provided, however, that the Losses allocated pursuant to this Section 5.2 to any Member shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. If an allocation of Losses pursuant to this Section 5.2 would cause one, but not all, of the Members to have an Adjusted Capital Account Deficit as a result of such allocation, the limitation set forth in this Section 5.2 shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Regulations § 1.704-I(b)(2)(ii)(d).

     5.3 Special Allocations. The following special allocations shall be made in the following order:

          (a) Except as otherwise provided in Regulations 1.704-2(f), notwithstanding any other provision of this Section 5, if there is a net decrease in LLC Minimum Gain during any fiscal year, each Member shall be specially allocated items of LLC income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of the net decrease in LLC Minimum Gain. determined in accordance with Regulations § 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 Member pursuant thereto. The items so to be allocated shall be determined in accordance with Regulations §§ 1-704-22(f)(6) and 1.704-20)(2). This Section 5.3(a) is intended to comply with the minimum Rain chargeback requirement in Regulations § 1.704-2(f) and shall be interpreted consistently therewith.

          (b) Except as otherwise provided in Regulations § 1.704-2(i)(4). notwithstanding any other provision of this Section 5, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during an)’ fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations 1-704-2(i)(5), shall be specially allocated items of LLC income and gain for such year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of, the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations § 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations §§ 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Regulations § 1-704-2(i)(4) and shall be interpreted consistently therewith.

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          (c) If any Member unexpectedly receives any adjustments. allocations or distributions described in Treasury Regulation §§ 1.704-1(,b)(2)(ii)(d)(4), (5) ___ or (6), items of LLC income and gain shall be specially allocated to such Member in an amount and a manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible; provided that an allocation pursuant to this Section 5.3(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5 have been tentatively made as if this Section 5.3(c) were not in this Agreement.

          (d) If any Member has a deficit Capital Account at the end of any fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member 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). each such Member shall be specially allocated items of LLC income and gain in the amount of such excess as quickly as possible: provided that an allocation pursuant to this Section 53(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided in this Section 5.3 have been made as if Section 5.3(c) hereof and this Section 5.3(d) were not in this Agreement.

          (e) Nonrecourse Deductions for am,- fiscal year shall be specially allocated to the Members in accordance with their Membership Interests.

          (f) Any Member Nonrecourse Deductions for any fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations § 1.704-2(i)(1).

          (g) To the extent an adjustment to the adjusted tax basis of any LLC asset pursuant to Code § 734(h) or Code § 743(b) is required to be taken into account pursuant to Regulations §§ 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the LLC, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the LLC it’ Regulations § 1.704-1(b)(2)(iv)(m)(2) applies. or to the Member to whom such distribution was made if Regulations § 1.704-1(b)(iv)(m)(4) applies.

     5.4 Curative Allocations. The allocations set forth in Section 5.3 hereof (“Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations will be offset with special allocations of other items of LLC income. gain, loss and deduction pursuant to this Section 5.4. Therefore, notwithstanding an ‘ other provision of this Section 5 (other than the Regulatory Allocations) the Management Committee shall make offsetting special allocations of LLC income. Rain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the

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Regulatory Allocations were not part of the Agreement and all LLC items were allocated pursuant to Sections 5.1 and 5.2 hereof.

     5.5 Other Allocations Rules.

          (a) In accordance with Code § 704(c) and the applicable Regulations issued thereunder. income. gain. loss and deduction with respect to any property contributed to the capital of the LLC, shall. solely for tax purposes, he allocated among the Members so as to take account of any variation between the adjusted basis of such property to the LLC for federal income tax purposes and its initial Gross Asset Value. In the event the Gross Asset Value of any LLC property is adjusted pursuant to this Agreement, subsequent allocations of income. gain, loss, and deduction with respect to such asset shall take into account any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code § 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the purpose of this Agreement. Allocations made pursuant to this subsection (a) 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 Member’s Capital Account or share of Profits, Losses. other items, or Distributions pursuant to any provision of this Agreement.

          (b) The Members shall make such other special allocations as are required, from time to time, in order to comply with any mandatory provision of the Regulations or to reflect a Member’s economic interest in the LLC determined with reference to such Member’s right to receive Distributions from this LLC and such Member’s obligation, if any, to pay its expenses and liabilities.

          (c) The Members are aware of the income tax consequences of the allocations made by this Section 5 and hereby agree to be hound by the provisions of this Section 5 in reporting their share of LLC income and loss for income tax purposes.

     5.6 Capital Account. The LLC shall maintain a Capital Account for each Member in accordance with the following provisions:

          (a) To each Member’s Capital Account there shall he credited such Member’s Capital Contributions. such Member’s distributive share of Profits and any. items in the nature of income or gain which are specifically allocated pursuant to Sections 5.3 and 5.4 hereof. And the amount of any LLC liabilities assumed by such Member or which are secured by any LLC property distributed to such Member.

          (b) To each Member’s Capital Account there shall be debited ___ the amount of cash and the Gross Asset Value of any LLC property distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 5.3 and 5.4 hereof and the amount of any liabilities of such Member assumed by the LLC or which are secured by any property contributed by such Member to the LLC.

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          (c) In the event that any interest in the LLC 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 interest.

          (d) In determining the amount of any liability for purposes of Subsections (a) and (b) above, there shall be taken into account Code § 752(e) and any other applicable provisions of the Code and Regulations.

     The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Management Committee determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the LLC or the Members), are computed in order to comply with such Regulations. the Management Committee may make such modification provided it does not affect the amounts distributable to any Member upon the dissolution of the LLC. The Management Committee also shall make any appropriate modifications in the event unanticipated events (for example ___ the acquisition by the LLC of oil or gas properties) might otherwise cause this Agreement not to Comply With. Regulations § 1.704-1(b).

SECTION 6

     6.1 Restrictions on Transfer of Membership Interest.

     (a) No Member shall make a Transfer of any Membership Interest or any portion thereof (including, without limitation, a Transfer of a right to Profits. Losses, or Distributions) without the prior written consent of the Management Committee and of the Members.

     (b) Any request by a Member for approval of any Transfer shall he submitted in writing no later than ninety (90) days preceding the intended effective date of such Transfer.

     (c) Any Transfer in violation of the provisions hereof shall be null and void and of no effect for any purpose.

     (d) No transferee shall he admitted as a Member without the prior written approval of all Members. The Members may grant or withhold the approval of such admission in their sole and absolute discretion.

     (e) Until admitted as a Member in accordance with this Section ___ a transferee has no right to participate in the management of the business and affairs of the LLC nor to become a Member. Such transferee is only entitled- to the extent transferred, to receive the distributions and return of capital and to be allocated the Profits and Losses attributable to transferor’s Membership Interest. Such transferee shall have no other rights under this Agreement nor with respect to the Membership Interest, except as specifically set forth in the preceding sentence.

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     6.2 Termination of the LLC for Tax Purposes. The Transfer of all or any part of a Membership Interest may not be made (and will be invalid) if the interests sought to be transferred, when added to all other interests in the LLC’s capital and/or profits transferred within the twelve consecutive month period ending on the date of such proposed transfer, would cause the termination of the LLC for federal income tax purposes, provided, however. that a Transfer causing such a termination may occur if the Members and the Management Committee consent to that Transfer and acknowledge in writing that the Transfer may cause a termination of the LLC for federal income tax purposes.

     6.3 Requirements for Transferee Becoming a Substituted Member. No transferee shall become a substituted Member in the LLC unless the Transfer complies with Sections 6.1 and 6.2 hereof, and the following- conditions are satisfied

          (a) The Person to whom the Transfer is to be made shall undertake in writing all of the obligations under this Agreement with respect to the Membership Interest to which the Transfer relates;

          (b) All reasonable fees and expenses required in connection with the Transfer shall have been paid by or for the account of the Person to whom the Transfer is to be made; and

          (c) All agreements and all other documents shall have been executed and filed and all other acts shall have been performed which the Management Committee deems necessary to make the Person to whom the Transfer is to be made a substituted Member in the LLC and to preserve the status of the LLC.

SECTION 7

     7.1 Dissolution.

          (a) The LLC shall be dissolved upon the occurrence of any of the following events:

               (i) the expiration of its term, as set forth in Section 1.4;

               (ii) the written agreement of Members holding a majority-in-interest of the Membership Interests;

               (iii) the entry of a decree of dissolution under LLC Act § 29-785;

               (iv) the acquisition by one Member of all of the outstanding Membership Interests; or

               (v) upon the occurrence of any event described in LLC Act § 29-733. unless the business of the LLC is continued by the specific unanimous consent of a majority of the remaining Members given within 90 days after such event and there are at least two remaining Members.

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     (b) As soon as possible following the occurrence of any event causing dissolution of the LLC if the LLC is not continued, a Member shall execute and file a notice of winding up with the Arizona Corporation Commission. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Termination shall be executed and filed with the Arizona Corporation Commission.

     (c) Notwithstanding any provisions of this Section 7 to the contrary . if the LLC is liquidated within the meaning of Regulations § 1.705-2(b)(ii)(g) but none of the events described in Section 7.1(a) hereof have occurred, the LLC shall not be liquidated, the LLC’s liabilities shall not be paid or discharged, and the LLC’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the LLC shall be deemed to have distributed its assets in kind to the Members, who shall be deemed to have assumed and taken subject to all LLC liabilities, all in accordance with their respective Capital Accounts and. immediately thereafter the Members shall be deemed to have recontributed all of such assets in kind to the LLC, which shall be deemed to have assumed and taken subject to all liabilities.

     7.2 Effect of Filing of Dissolving Statement. Upon the dissolution of the LLC. the LLC shall cease to carry on its business except as may be necessary for the winding up of its business, but its separate existence shall continue until the Articles of Termination have been filed with the Arizona Corporation Commission or until a decree dissolving the LLC has been entered by a court of competent jurisdiction.

     7.3 Winding Up. Liquidation and Distribution of Assets.

          (a) Upon dissolution, an accounting shall be made by the LLC’s independent accountants of the accounts of the LLC and of the LLC’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Members shall immediately proceed to wind up the affairs of the LLC.

          (b) If the LLC is dissolved and its affairs are to be wound up, the Members shall (i) sell or otherwise liquidate all of the LLC’s assets as promptly as practicable (except to the extent the Members may determine to distribute any asses .o the Members in kind), (ii) allocate any Profits or Losses resulting from such sales to the Members Capital Accounts in accordance with Section 4 hereof. (iii) discharge all liabilities of the LLC, including all costs relating to the dissolution, winding up, and liquidation and distribution of assets. (iv) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the LLC, and (v) distribute all remaining cash and assets of the LLC to the Members in accordance with their Capital Accounts. Any amounts withheld as reserves but not ultimately required to discharge liabilities of the LLC shall be distributed to the Members as promptly as possible. Distributions to the Members shall be made in accordance with the time requirements set forth in Regulations § 1.704-1(b)(2)(ii)(b)(2).

          (c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Regulations § 1.704-1(b)(2)(ii)(g), if any Member has a negative deficit Capital Account balance (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years. including the year during

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which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the LLC, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the LLC or to any other person for any purpose whatsoever.

          (d) Upon completion of the winding up, liquidation and distribution of the assets and filing of the Articles of Termination, the LLC shall be deemed terminated.

     7.4 Return of Contribution Nonrecourse to Other Members. Except as provided by law, upon dissolution, each Member shall look solely to the assets of the LLC for the return of its Capital Contributions. If the LLC property remaining after the payment or discharge of the debts and liabilities of the LLC is insufficient to return the Capital Contributions of one or more Members, such Member or Members shall have no recourse against any other Member.

SECTION 8

     8.1 Nature of Books and Records. The Selling Managers shall maintain or cause to be maintained complete and accurate records and books of account appropriate for the LLC’s business and affairs- Such books and records shall be kept on a basis consistent with the accounting methods followed by the LLC for federal income tax purposes.

     8.2 Review; Audit. At the discretion of the Management Committee, the books of the LLC may he reviewed or audited annually at LLC expense by such recognized independent public accounting firm as the Management Committee shall designate.

     8.3 Elections by LLC as to Optional Adjustment to Basis. In the case of a distribution of property within the provisions of Code § 734 or in the case of a Transfer of a Membership Interest permitted by this Agreement made within the provisions of Code § 743. the Management Committee on behalf of the LLC may, at its option, file an election under Code § 754 in accordance with the procedures set forth in the applicable Regulations. If such an election is filed, the Management Committee shall provide, or cause to be provided. any additional accounting or tax information with respect to any adjustment to basis for any Member.

     8.4 Election With Respect to Taxation as LLC. No election shall be made under Code § 76J to exclude the LLC from the application of any of the provisions of Subchapter K, Chapter 1 of the Code.

     8.5 Names and Addresses of Members. The Selling Managers shall maintain a current alphabetical list of the full names and last known business addresses of all Members at the principal office of the LLC. Such list shall be made available for the review of any Member or its representative at reasonable times and, upon request either in person or by mail, the Selling Managers shall furnish a copy of such list to any Member or its representative for the cost of reproduction and mailing.

     8.6 Fiscal Year. The fiscal Year of the LLC shall end on December 31 of each year.

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     8.7 Tax Returns. Within ninety (90) days after the end of each fiscal year of the LLC, the Selling Managers shall prepare, or cause to be prepared, a U.S. partnership return of income and any applicable state or local returns of income for the LLC and, in connection therewith, shall make any available or necessary elections. Within such ninety (90) day period, the LLC shall furnish to the Members information required to be set forth in each Member’s individual federal income tax return. The LLC’s U.S. partnership returns of income. and any applicable state or local returns of income, for the three most recent fiscal years of the LLC shall be kept at the LLC’s principal office.

     8.8 Financial Information. The Selling Managers shall furnish to each Member from time to time or upon reasonable demand true and full information regarding the business and financial condition of the LLC. Such financial information for the three most recent fiscal years of the LLC shall be kept at the LLC’s principal office.

     8.9 Records. The Selling Managers shall keep or cause to be kept at the LLC’s principal office (a) full and accurate records of all transactions of the LLC for the three most recent fiscal years. (b) a copy of the Articles of Organization and all Articles of Amendment thereto together with executed copies of any powers of attorney pursuant to which any such document has been executed, (c) copies of then effective written Operating Agreement and (d) copies of any financial statements of the LLC for its three most recent fiscal years.

     8.10 Access to Records. Each Member and its designated representatives shall be permitted access to all records of the LLC at the principal office of the LLC during ordinary business hours and shall have the right to make copies thereof at their own expense. Upon written request, after payment of the reasonable expenses of duplication, a Member shall be provided with a copy of the Articles of Organization and any Articles of Amendment thereto. The LLC shall not otherwise he required to deliver or mail a copy of the Articles of Organization or any Articles of Amendment thereto. The Members shall have the further right to obtain from the Selling Managers from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the LLC. (ii) promptly after becoming available, a copy of the LLC’s federal, state and local income tax returns for such year and (iii) such other information regarding the affairs of the LLC as is just and reasonable within the meaning of the LLC Act.

SECTION 9

     9.1 Notices. All notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given, made. and received only when delivered against receipt or when deposited in the United States mails. first class, postage prepaid, return receipt requested, addressed to the addressee at its address as shown from time to time in the records of the LLC. Any Member may alter the address to which communications are to he. sent by giving written notice of such change of address to the Selling Managers in conformity with the provisions of this Section.

     9.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives and assigns.

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     9.3 Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona without respect to its internal laws governing conflicts. The venue for any dispute arising hereunder shall be Maricopa County, Arizona.

     9.4 Provisions Severable. If any provision of this Agreement shall be or shall become illegal or unenforceable in whole or in part, for any reason, the remaining provisions shall be nevertheless he deemed valid, binding and subsisting.

     9.5 Indulgences Not Waivers. Neither the failure nor any delay on the part of any party to exercise any right, remedy. power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of any other right, remedy. power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any subsequent occurrence.

     9.6 Titles Not to Affect Interpretation. The titles of paragraphs and subparagraphs contained in this Agreement are inserted for the convenience of reference only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

     9.7 Gender. Words used herein, regardless of the number or gender specifically used, shall be deemed and construed to include any other number. singular or plural. and any other gender, masculine, feminine or neuter, as the context requires.

     9.8 Execution In Counterpart. This Agreement may be executed . in any number of counterparts, all of which taken together shall constitute one and the same instrument. and any persons to the signatory hereto may execute this Agreement by signing any such counterpart.

     9.9 Statutory Provisions. Any statutory references in this Agreement shall include a reference to any successor to such statute and/or to the referred-to provision of such statute.

     9.10 Waiver of Action for Partition. Each Member irrevocably waives during the term of the LLC any right that such Member may have to maintain any action for partition with respect to the property of the LLC.

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EX-3.48 24 l18301aexv3w48.htm EXHIBIT 3.48

Exhibit 3.48

ARTICLES OF INCORPORATION
OF
EDUCARE COMMUNITY LIVING-NORMAL LIFE, INC.

     The undersigned, a natural person over the age of eighteen years, acting as incorporator of a corporation under the Texas Business Corporation Act (the “Act”), does hereby adopt the following articles of incorporation for such corporation:

ARTICLE ONE

     The name of the corporation is EduCare Community Living-Normal Life, Inc.

ARTICLE TWO

     The corporation is to have perpetual existence.

ARTICLE THREE

     The purposes for which the corporation is organized are to transact any and all lawful business for which corporations may be organized under the Act.

ARTICLE FOUR

     The aggregate number of shares of a single class which the corporation shall have authority to issue is One Thousand (1,000) of no par value.

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.

ARTICLE SIX

     The post office address of the initial registered office is 811 Dallas Avenue, Houston, Texas 77002, and the name of its initial registered agent at such address is CT Corporation System.

ARTICLE SEVEN

     The number of directors constituting the initial board of directors is three (3), and the names and addresses of the persons who are to serve as the initial directors are:

Name	Address
Frederic H. Davis	9100 Marksfield Road Louisville, Kentucky 40222
J. Robert Shaver	9100 Marksfield Road Louisville, Kentucky 40222
Kathryn S. Graham	9100 Marksfield Road Louisville, Kentucky 40222

ARTICLE EIGHT

     At each election for directors of the corporation, each shareholder shall have the right to vote, in person or by proxy, the number of shares owned by that shareholder for each of as many persons as there are directors to be elected and cumulative voting by the shareholders in the election of directors is hereby expressly prohibited.

ARTICLE NINE

     The shareholders of the corporation shall not have a 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.

ARTICLE TEN

     The corporation shall indemnify its directors to the fullest extent provided by the Act.

ARTICLE ELEVEN

     To the maximum extent provided by law, each director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in such director’s capacity as a director, except that this article does not authorize the elimination or limitation of the liability of such director to the extent the director is found liable for:

(1) a breach of his or her duty of loyalty to the corporation or its shareholders;

(2) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;

(3) a transaction from which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or

(4) an act or omission for which the liability of such director is expressly provided for by an applicable statute.

ARTICLE TWELVE

     Any action required or permitted by the Act to be taken at a meeting of the shareholders of the corporation 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 holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on such action were present and voted.

ARTICLE THIRTEEN

     The name and address of the incorporator is Kelly Latz, 2000 San Jacinto Center, 98 San Jacinto Boulevard, Austin, Texas 78701-4286.

EXECUTED this 29th day of March, 1995.
Kelly Latz

EX-3.49 25 l18301aexv3w49.htm EXHIBIT 3.49

Exhibit 3.49

BYLAWS

OF

EDUCARE COMMUNITY LIVING-NORMAL LIFE, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the-end-of-the-Corporation’s fiscal year. The purpose of such meeting shall be the.. election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corp. in, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. if the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s registered office.

2. Board of Directors

     2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (a) are present in person or by proxy at a meeting held to elect directors and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the Texas Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Executive Vice Presidents and Vice Presidents, and shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

     3.2 The President shall

          (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors;

          (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors;

          (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation; and

          (d) Have such other powers and duties as the Board of Directors may assign to him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or if not designated in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall

          (a) Issue notices of all meetings for which notice is required to be given;

          (b) Keep the minutes of all meetings and have charge of the corporate record books; and

          (c) Have such other duties and powers as the Board of Directors or the President may assign to her.

     3.5 The Treasurer shall

          (a) Have the custody of all funds and securities of the Corporation;

          b) Keep adequate and correct accounts of the Corporation’s affairs and transactions; and

          (c) Have such other duties and powers as the Board of Directors or the President may assign to her.

     3.6 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

     4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.50 26 l18301aexv3w50.htm EXHIBIT 3.50

Exhibit 3.50

ARTICLES OF INCORPORATION
OF
EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC.

ARTICLE ONE

The name of the corporation is EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is 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 Million (1,000,000) of par value of One Dollar and No/100 (1.00) each.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance ‘of shares consideration of the value of one Thousand Dollars ($1,000.00) consisting of money, labor done, or property actually received.

ARTICLE SIX

The street address of its initial registered office is 4629 Lemon Tree, Garland, Texas 75043, and the name of its initial registered agent at such address is Ronald D. Palmer.

ARTICLE SEVEN

The number of directors constituting the initial board of directors is two (2), and the name(s) and address(s) of the person or persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Ronald D. Palmer	4629 Lemon Tree Garland, Texas 75043
Stephanie Palmer	4629 Lemon Tree Garland, Texas 75043

ARTICLE EIGHT

The name and address of the incorporators are:

Ronald D. Palmer
Stephanie Palmer 4629 Lemon Tree Garland, Texas 75043
4629 Lemon Tree Garland, Texas 75043

ARTICLE NINE

The initial bylaws shall be adopted by the board of directors. The power to alter, amend, or repeal the bylaws is vested in the board of directors, subject to repeal by action of the shareholders.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this                      day of                                         , 1996 .

                /s/ Ronald D. Palmer  

Ronald D. Palmer 

               /s/ Stephanie Palmer  

Stephanie Palmer 

EX-3.51 27 l18301aexv3w51.htm EXHIBIT 3.51

Exhibit 3.51

BYLAWS
OF
EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC.

ARTICLE ONE

Offices

Registered Office

     1.01 The registered office of the Corporation is located at 4629 Lemon Tree Lane, Garland, Texas 75043.

Registered Agent

     1.02 The name of the registered agent of the Corporation at such address is Ronald D. Palmer.

Principal Office

     1.03 The principal office for the transaction of the business of this Corporation is 4629 Lemon Tree Lane, Garland, Texas 75043. The Board of Directors has full power and authority to change the principal office from one location to another by noting the changed address and the effective date below:

Dated:                                        

Dated:                                        

Dated:                                        

Dated:                                        

Dated:                                        

Other Offices

     1.04 The Corporation may also have offices at such places, within or without the State of Texas, where the Corporation is qualified to do business, as the Board of Directors may from time to time designate, or the business of the Corporation may require.

ARTICLE TWO

Meetings of Shareholders

Place of Meetings

     2.01 Meetings of Shareholders shall be held at any place within or without the State of Texas designated by the Board of Directors pursuant to authority hereinafter granted to the

Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation, Shareholders’ meetings shall be held at the principal office of the Corporation. Any regular or special meetings of the Shareholders is valid, wherever held, if held on written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the Corporation.

Time of Annual Meeting — Business Transacted

     2.02 The annual meeting of the Shareholders shall be held each year at a time and place determined by the Board of Directors. At such meetings Directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the powers of the Shareholders.

Notice of Meetings

     2.03 (1) Notice of all meetings of Shareholders shall be given in writing to Shareholders entitled to vote by the President or Secretary or by the Officer or person calling the meeting, or, in case of his neglect or refusal, or if there is no person charged with the duty of giving notice, by any Director or Shareholder. The notice shall be given to each Shareholder, either personally or by prepaid mail, addressed to the Shareholder at his address appearing on the transfer books of the Corporation.

Time of Notice

     (2) Notice of any meeting of Shareholder shall be sent to each Shareholder entitled thereto not less than ten (10) nor more than fifty (50) days before the meeting, except in the case of a meeting for the purpose of approving a merger or consolidation agreement, in which case the notice must be given no less than twenty (20) days prior to the date of the meeting.

Contents of Notice

     (3) Notice of any meeting of Shareholders shall specify the place, date, and hour of the meeting. The notice shall also specify the purpose of the meeting if it is a special meeting, or if its purpose, or one of its purposes, will be to consider a proposed amendment of the Articles of Incorporation, to consider a proposed reduction of stated capital without amendment, to consider a proposed merger or consolidation, to consider a voluntary dissolution or the revocation of a voluntary dissolution by act of the Corporation, or to consider a proposed disposition of all, or substantially all, of the assets of the Corporation outside of the ordinary course of business.

Notice of Adjourned Meeting

     (4) When a Shareholders’ 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, it is not necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which the adjournment is taken.

Calling of Special Meetings

     2.04 (1) Upon request in writing to the President, Vice President, or Secretary, sent by registered mail or delivered to the Officer in person, by any persons entitled to call a 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, fixed by the Officer, not less than ten (10) days after the receipt of the request. If the notice is not given within seven (7) days after the date of delivery, or the date of mailing of the request, the persons calling the meeting may fix the time of meeting and give the notice in the manner provided in these Bylaws. Nothing contained in this section shall be construed as limiting, fixing, or affecting the time or date when a meeting of Shareholders called by action of the Board of Directors may be held.

Persons Entitled to Call Special Meetings

     (2) Special meetings of the Shareholders, for any purpose whatsoever, may be called at any time by any of the following: (1) the President; (2) a majority of the Board of Directors.

Quorum of Shareholders

     2.05 (1) The presence in person or by proxy of the persons entitled to vote a majority of the voting shares at any meeting constitutes a quorum for the transaction of business.

Adjournment for Lack or Loss of Quorum

     (2) In the absence of a quorum or the withdrawal of enough Shareholders to leave less than a quorum, any meeting of Shareholders may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but no other business may be transacted.

Closing Transfer Books

     2.06 (1) For the propose 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 share transfer books shall be closed for a stated period not to exceed in any case, fifty (50) days. If the transfer books shall be closed for the purpose of determining Shareholders entitle 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.

Record Date for Determination of Shareholders

     (2) In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of Shareholder, such 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 prior to the date on which the particular action, requiring such determination of Shareholders is to be taken.

Date of Notice or Resolution for Determination of Shareholders

     (3) If the share transfer books are not closed and no record date is fixed for the determination of Shareholders, or Shareholder 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, is the record date for such determination of Shareholders.

Adjourned Meeting

     (4) When any determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Paragraph, such determination shall apply to any adjournment thereof except where the determination has been made through closing of the transfer books and the stated period of closing has expired, in which case the Board of Directors shall make a new determination as hereinbefore provided.

Voting List

     2.07 At lest ten (10) days before each meeting of Shareholders, the Officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the Shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list for a period of ten (10) 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 transfer books shall be prima facie evidence as to who are the Shareholders entitle to examine such list of transfer books or to vote at any meeting of Shareholders. However, failure to prepare and to make available such list in the manner provided above shall not affect the validity of any action taken at the meeting.

Votes Per Share

     2.08 Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, except to the extent that the voting rights of shares of any class or classes are limited by the Articles of Incorporation.

Cumulative Voting Prohibited

     2.09 Every Shareholder entitled to vote at any election for Directors may not cumulate his votes.

Voting by Voice and Ballot

     2.10 Elections for Directors need not be by ballot unless a Shareholder demands election by ballot at the election and before the voting begins.

Proxies

     2.11 A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or by his duly authorized attorney in fact. No proxy shall be valid after one (1) month from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for a period of more than one (1) month.

Waiver of Notice

     2.12 Any notice required by law or these Bylaws may be waived by the execution by the person entitled to the notice of a written waiver of such notice, which may be signed before or after the time stated in the notice. Attendance at a meeting shall constitute a waiver of notice except where the person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Action Without Meeting

     2.13 Any action which, under any provision of the Texas Business Corporation Act may be taken at a meeting of the Shareholders, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote on such action at a meeting, and filed with the Secretary of the Corporation. Any such signed consent, or a signed copy thereof, shall be placed on the minute book of the Corporation.

Appointment of Inspectors of Election

     2.14 (1) In advance of any meeting of Shareholders, the Board of Directors may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the Chairman of any such meeting may, and on the request of any Shareholder or his proxy shall, appoint inspectors of election 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 present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the person acting as Chairman.

Duties of Inspectors

     (2) 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, 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 the result, and do such acts as may be proper to conduct the election or vote with fairness to all Shareholders. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.

Vote of Inspectors

     (3) If there are three inspectors of election the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

Report of Inspectors

     (4) On request of the Chairman of the meeting or of any Shareholder or his proxy the inspectors shall make a report in writing of any challenge or question or matter determined by them and executed a certificate of any fact found by them. Any report or certificate made by them is prima facie evidence of the facts stated therein.

Conduct of Meetings

     2.15 At every meeting of the Shareholders, the President, or in his absence, the Vice President designated by the President, or, in the absence of such designation, a Chairman (who shall be one of the Vice Presidents, if any are present) chosen by a majority in interest of the Shareholders of the Corporation present in person or by proxy and entitled to vote,. shall act as Chairman. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as Secretary of all meetings of the Shareholders. In the absence at such meeting of the Secretary or Assistant Secretary, the Chairman may appoint another person to act as Secretary of the meeting.

ARTICLE THREE

Directors

Directors Defined

     3.01 “Directors”, when used in relation to any power or duty requiring collective action, means “Board of Directors. “

Powers

     3.02 The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to any limitation imposed by the Texas Business Corporation Act, the Articles of Incorporation, or these Bylaws as to action which required authorization or approval by the Shareholders.

Number of Directors

     3.03 The number of Directors of this Corporation shall be one (1) or more, none of whom need be Shareholders or residents of the State of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent Director.

Term of Office

     3.04 The Directors named in the Articles shall hold office until the first annual meeting of Shareholders and until their successors are elected and qualified, either at an annual or a special meeting of Shareholders. Directors other than those named in the Articles, shall hold office until the next annual meeting and until their successors are elected and qualified.

Vacancies

     3.05 (1) Vacancies on the Board of Directors shall exist in the case of the happening of any of the following events: (a) the death, resignation, or removal of any Director; (b) the authorized number of Directors is increased; or (c) at any annual, regular, or special meeting of Shareholders at which any Director is elected, the Shareholders fail to elect the full authorized number of Directors to be voted for at that meeting.

Declaration of Vacancy

     (2) The Board of Directors may declare vacant the office of a Director in either of the following cases: (a) if he is adjudged incompetent by an order of court, or finally convicted of a felon; or (b) if within sixty (60) days after notice of his election, he does not accept the office either in writing or by attending a meeting of the Board of Directors.

Filling Vacancies by Directors

     (3) Vacancies may be filled by a majority of the remaining Directors, though less than a quorum, or by sole remaining Director. Each Director so elected shall hold office until his successor is elected at an annual, regular, or special meeting of the Shareholders.

Filling Vacancies by Shareholders — Reduction of
Authorized Number of Directors

     (4) The Shareholders may elect a Director at any time to fill any vacancy not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the Shareholders may elect a successor to take office when the resignation becomes effective. A reduction of the authorized number of Directors does not remove any Director prior to the expiration of his term of office.

Removal of Directors

     3.06 The entire Board of Directors or any individual Director may be removed from office by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at an election of Directors. If any or all Directors are so removed, new Directors may be elected at the same meeting. Whenever a class or series of shares is entitled to elect one or more Directors under authority granted by the Articles, the provisions of this paragraph apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.

Place of Meetings

     3.07 Regular meetings of the Board of Directors shall be held at any place within or without the State of Texas which has been designated from time to time by resolution of the board or by written consent of all members of the board. In the absence of such designation, regular meeting shall be held at the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal office. Any regular or special meeting is valid, wherever held, if held on written consent of all members of the Board given either before or after the meeting and filed with the Secretary of the Corporation.

Regular Meetings

     3.08 (1) Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the Shareholders each year, which meeting shall constitute its annual meeting, or at such other time and place as shall from time to time be determined by the Board.

Call of Regular Meetings

     (2) All regular meetings of the Board of Directors of this Corporation shall be called by the President, or, if he is absent or is unable or refuses to act, by any Vice President or by any Director.

Notice of Regular Meetings

     (3) Written notice of the time and place of the regular meetings of the Board of Directors shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication at least seven (7) days before the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice shall be addressed to him at the city or place in which the meetings of the Directors are regularly held. Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.

Validation of Meeting Defectively Called or Noticed

     (4) The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had 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 waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Corporation records or made a part of the minutes of the meeting. Attendance by a Director at a meeting shall constitute a waiver of notice of the meeting, unless the express purpose for such attendance is to present the objection that the meeting is not lawfully called or convened.

Call of Special Meeting

     3.09 (1) Special meetings of the Board of Directors of this Corporation shall be called by the President, or if he is absent or is unable or refuses to act, by any Vice President or by any Director.

Notice of Special Meeting

     (2) Written notice of the time, place and purpose of special meetings of the Board of Directors shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication, at least seven (7) days before the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice shall be addressed to him at the city or place in which the meetings of the Directors are regularly held. Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.

Quorum

     3.10 A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business.

Majority Action

     3.11 Every act or decision done or made by a majority of the Directors present at any meeting duly held at which a quorum is present is the act of the Board of Directors, unless an act of a greater number is required by the Articles of Incorporation or to any action taken at such meeting unless his dissent to the action is entered in the minutes of the meeting, or unless he shall file his written dissent thereto with the Secretary of the meeting or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after such meeting.

Actions by Consent of Board Without Meeting

     3.12 Any action required or permitted to be taken by the Board of Directors under any provision of the Texas Business Corporation Act may be taken without a meeting, if all members of the Board 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. Any certificate or other document filed under any provision of the Texas Business Corporation Act which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that these Bylaws authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

Adjournment

     3.13 (1) In the absence of a quorum a majority of the Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of Adjourned Meeting

     (2) Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the, time and place are fixed at the meeting adjourned.

Conduct of Meetings

     3.14 At every meeting of the Board of Directors, the Chairman of the Board of Directors, if there shall be such an Officer, and if not, the President, or in his absence, the Vice President designated by the President, or in the absence of such designation, a Chairman chosen by a majority of the Directors present, shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors. In case the Secretary shall be absent from any meeting, the Chairman may appoint any person to act as Secretary of the meeting.

Compensation

     3.15 Directors shall receive such compensation for their services as Directors as shall be determined from time to time by resolution of the Board. Any Director may serve the Corporation in any other capacity as an Officer, agent, employee or otherwise and receive compensation therefor.

Indemnification of Directors and Officers

     3.16 The Board of Directors shall authorize the Corporation to pay or reimburse any present or former Director or Officer of the Corporation any costs or expenses actually and necessarily incurred by him in any action, suit, or proceeding to which he is made a party by reason of his holding such position; provided, however, that he shall not receive such indemnification if he be finally adjudicated therein to be liable for negligence or misconduct in office. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. The Board of Directors may, in proper cases, extend the indemnification to cover the good faith settlement of any such action, suit, or proceeding, whether formally instituted or not.

Executive Committee

     3.17 The Board of Directors may at any time appoint one or more Directors to serve and act as an executive committee. The executive committee so appointed shall have such power and authority to conduct the business and affairs of the Corporation as is vested by law, the Articles of Incorporation, and these Bylaws in the Board of Directors as a whole, except that it may not take any action that is specifically required by statute to be taken by the entire Board of Directors. Members of the executive committee shall receive such compensation as the Board of Directors may from time to time provide. Each Director shall be deemed to have assented to any action of the executive committee unless he shall, within seven (7) days after receiving actual or constructive notice of such action, deliver his written dissent thereto to the Secretary of the Corporation. Members of the executive committee shall serve at the pleasure of the Board of Directors.

Other Committees

     3.18 The Board of Directors, by an affirmative vote of a majority of the members constituting the Board of Directors, may appoint committees which shall have and may exercise such powers as shall be conferred or authorized by resolution of the Board. A majority of any such committee may determine its action and fix the time and place of its meetings unless the Board of Directors shall otherwise provide. The Board of Directors, by such affirmative vote, shall have power at any time to change the powers and members of any such committees, to fill vacancies, and to dispose of any such committee.

     3.19 The Board of Directors may adopt such rules and regulations for the conduct of its meetings and management of the affairs of the Corporation as it may deem proper, and shall have power:

(a)	To determine the administrative policies of the Corporation, to keep books and records of accounts, payroll and expenditures of the Corporation, and to administer all of the financial affairs of the Corporation;
(b)	To hire and discharge clerical personnel, to fix their salaries, to determine their vacation dates, sick leave benefits, and in general to supervise all employees of the Corporation.
(c)	To engage professional and clerical help on a fee, retainer or other basis for any purpose deemed necessary and advisable;
(d)	To purchase, lease or dispose of equipment, supplies and other assets to be used in the conduct of the business of the Corporation;
(e)	To establish a pension plan, profit sharing plan, deferred compensation plan, group life insurance, group health, hospitalization and accident insurance, split-dollar insurance, key man insurance, or any other form of fringe benefit which may be conferred by a Corporation upon any of its employees.

ARTICLE FOUR

Officers

Number and Titles

     4.01 The Officers of the Corporation shall be a President and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Paragraph 4.03 of this Article. One person may hold two or more offices.

Election

     4.02 The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Paragraph 4.03 or Paragraph 4.05 of this Article, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Subordinate Officers

     4.03 The Board of Directors may appoint such other Officers or agents 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. The Board of Directors may delegate to any Officer or committee the power to appoint any such subordinate Officers, committees or agents, to specify their duties and to determine their compensation.

Removal and Resignation

     4.04 Any Officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any committee or Officer upon whom such power of removal may be conferred by the Board of Directors; provided, however, that such removal shall not be without prejudice to the contract rights, if any, of the person removed. 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 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.

Vacancies

     4.05 If the office of the President, Secretary, Treasurer, Assistant Secretary (if any), or Assistant Treasurer (if any) becomes vacant by reason of death, resignation, removal, or otherwise, the Board of Directors shall elect a successor who shall hold office for the unexpired term, and until his successor is elected.

Chairman of the Board

     4.06 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 powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

President

     4.07 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, 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. Within this authority and in the course of his duties he shall

Conduct Meetings

     (1) Preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or, if there by none, at all meetings of the Board of Directors and shall be ex officio a member of all the standing committees, including the executive committee, if any.

Sign Share Certificates

     (2) Sign all certificates of stock of the Corporation, in conjunction with the Secretary or Assistant Secretary, unless otherwise ordered by the Board of Directors.

Executive Instruments

     (3) When authorized by the Board of Directors or required by law, execute, in the name of the Corporation deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notices, bonds, debentures, contracts, and other papers and instruments in writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the Corporation’s business may require.

Hire and Fire Employees

     (4) Appoint the remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Corporation other than the duly appointed Officers, subject to the approval of the Board of Directors and control, subject to the direction of the Board of Directors, all of the Officers, agents and employees of the Corporation.

Secretary

     4.08 In the absence or disability of the President, the Secretary 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 on, the President. In addition, the Secretary shall:

     (1) Sign, with the President, certificates for shares of the Corporation.

     (2) Attest and keep at the principal office of the Corporation the original or a copy of its Bylaws as amended or otherwise altered to date.

     (3) Keep at the principal office of the Corporation or such other place as the Board of Directors may order, a book of minutes of all meetings of its Directors and Shareholders, executive committee, and other committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at

Directors’ meetings, the number of shares or members present or represented Shareholders’ meetings, and the proceedings thereof.

     (4) Sign or attest such documents as may be required by law or the business of the Corporation, and to keep the Corporation’s seal and affix it to such instruments as may be necessary or proper.

     (5) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. In case of the absence or disability of the Secretary, or his refusal or neglect to act, notice may be given and served by the President or by the Board of Directors.

     (6) Be custodian of the records and of the seal of the Corporation and see that it is engraved, lithographed, printed, stamped, impressed upon or affixed to all certificates of shares prior to their issuance and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws.

     (7) Keep at the principal office of the Corporation a share register or duplicate share register showing the names of the Shareholders and their addresses; the number, date of issue, and class of shares represented by each outstanding share certificate; and the number and date of cancellation of each certificate surrendered for cancellation.

     (8) See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed.

     (9) Exhibit at all reasonable times to any Director on application, or on written demand stating the purpose thereof of any person who has been a Shareholder of record for at least six (6) months immediately preceding his demand or who is the holder of record of at least five percent (5 %) of all of the outstanding shares of the Corporation, upon application, the Bylaws, the share register, and minutes of proceedings of the Shareholders and Directors of the Corporation.

     (10) 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 Board of Directors.

     (11) In case of the absence of disability of the Secretary or his refusal or neglect to act, any person thereunto authorized by the President or Vice President or by the Board of Directors may perform the functions of the Secretary.

Treasurer

     4.09 The Treasurer shall:

     (1) Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

     (2) Receive, and give receipt for, monies due and payable to the Corporation from any source whatever.

     (3) Disburse or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

     (4) Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.

     (5) Exhibit at all reasonable time the books of account and records to any Director on application, or to any person who has been a Shareholder of record for at least six (6) months immediately preceding his demand or who is the holder of record of at least five percent (5%) of all the outstanding shares of the Corporation, on written demand stating the purpose thereof, during business hours at the office of the Corporation where such books and records are kept.

     (6) Render to the President and Directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     (7) Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to Shareholders and statements of the affairs of the Corporation when requested by Shareholders holding at least ten percent (10 %) of the number of outstanding shares of the Corporation.

     (8) 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.

     (9) In case of the absence or disability of the Treasurer or his refusal or neglect to act, the Secretary may perform all of the functions of the Treasurer, and the Secretary, any person thereunto authorized by the President or by the Board of Directors may perform the functions of the Treasurer.

     4.10 The salaries of the Officers shall be fixed from time to time by the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

ARTICLE FIVE

Execution of Instruments and Deposit of Funds

Authority for Execution of Instruments

     5.01 The Board of Directors, except as otherwise provided in these Bylaws, 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; and, unless so authorized, no Officer, agent, or employee shall have any power of authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Execution of Instruments

     5.02 Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the President, and may have the corporate seal affixed thereto.

Bank Accounts and Deposits

     5.03 (1) All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, trust companies, or other depositories as the Board of Directors may select or as may be selected by any Officer or Officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors.

Endorsement Without Countersignature

     (2) Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories may be made without countersignature by the President or the Secretary, or by any other Officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand stamped impression in the name of the Corporation.

Signing of Checks, Drafts, Etc.

     (3) All checks, drafts or other order 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.

ARTICLE SIX

Issuance and Transfer of Shares

Classes and Series of Shares

     6.01 The Corporation may issue only one class or series of shares, or both, without par value and with full voting rights. All shares shall have the same voting rights, conversion, redemption, another rights, preferences, privileges, and restrictions.

Certificates for Fully Paid Shares

     6.02 Neither shares nor certificates representing such shares may be issued by the Corporation until the full amount of the consideration has been paid. When such consideration has been paid to the Corporation, the shares shall be deemed to have been issued and the certificate representing such shares shall be issued to the Shareholder.

Consideration for Shares

     6.03 The consideration paid for the issuance of shares shall consist of money paid, labor done, or property actually received, and neither promissory notes nor the promise of future services shall constitute payment or part payment for shares of the Corporation.

Contents of Share Certificates

     6.04 (1) Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(a)	That the Corporation is organized under the laws of the State of Texas;
(b)	The name of the person to whom issued;
(c)	The number of shares which such certificate represents;
(d)	The par value of each share represented by such certificate, or a statement that the shares are without par value.

Restriction on Transfer

     (2) Any restrictions imposed by the Corporation on the sale or other disposition of its shares and on the transfer thereof must be copied at length or in summary form on the face, or so copied on the back and referred to on the face, of each certificate representing shares to which the restriction applies.

Signing Certificates — Facsimile Signatures

     6.05 All such certificates shall be signed by the President and the Secretary. The signatures of the President and Secretary may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar either of which is not the Corporation itself or an employee of the Corporation. If the Officer who has signed or whose facsimile signature has been placed on the certificate has ceased to be such Officer. before the certificate is issued, the certificate may be issued by the Corporation with the same effect as if he were such Officer at the date of its issuance.

Transfer of Lost or Destroyed Shares

     6.06 (1) Where a share certificate has been lost, apparently destroyed, or wrongfully taken and the owner fails to notify the Corporation of that fact within a reasonable time after he has notice of it, and the Corporation registers a transfer of the share represented by the certificate before receiving such a notification, the owner is precluded from asserting against the Corporation any claim for registering the transfer or any claim to a new certificate.

Replacement of Lost or Destroyed Certificates

     (2) Where the holder of a share certificate claims that the certificate has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate in place of the original certificate if the owner. so requests before the Corporation has notice that the share has been acquired by a bona fide purchaser; and files with the Corporation a sufficient indemnity bond; and satisfies any other reasonable requirements imposed by the Board of Directors.

Transfer After Replacement

     (3) If, after the issue of a new security as a replacement for a lost, destroyed, or wrongfully taken certificate, a bona fide purchaser of the original certificate presents it for registration of transfer, the Corporation must register the transfer unless registration would result in over issue. In addition to any rights on the indemnity bond, the Corporation may recover the new security from the person to whom it was issued or any person taken under him except a bona fide purchaser.

Transfer Agents and Registrars

     6.07 The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.

Conditions of Transfer

     6.08 A person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation; provide that whenever any transfer of shares shall be made for collateral security, and to absolutely, and written notice thereof shall be given to the Secretary of the Corporation or its transfer agent, if any, such fact shall be stated in the entry of the transfer.

Reasonable Doubts as to Right to Transfer

     6.09 When a transfer of shares is requested and there is reasonable doubt as to the right of the person. seeking the transfer, the Corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the Corporation as to form, amount, and responsibility of sureties. The bond shall be conditioned to protect the Corporation, its offices, transfer agents, and registrars, or any of them, against any loss, damage, expense, or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

ARTICLE SEVEN

Records, Reports, and Seal

Minutes of Corporate Meetings

     7.01 The Corporation shall keep at the registered office, or such other place as the Board of Directors may order, a book of minutes of all meetings of its Directors and of its Shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares or members present or represented at Shareholders’ or members’ meetings, and the proceedings thereof.

Books of Account

     7.02 The Corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursement, gains, losses, capital, surplus, and shares. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.

Share Register

     7.03 The Corporation for profit shall keep at the registered office, or at the office of the transfer agent, a share register, showing the names of the Shareholders and their addresses, the number and classes of shares sold by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered by cancellation.

Inspection of Records by Shareholders

     7.04 (1) Any person who shall have been a Shareholder of record for at lest six (6) months immediately preceding his demand, or who is the holder, of record of at least five percent (5 %) of all of the outstanding shares of the Corporation, on written demand stating the purpose thereof, has the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its books and records of account, minutes, and record of Shareholders, and is entitled to make extracts therefrom.

Inspection of Records by Directors

     (2) Every Director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the Corporation, and also of its subsidiary corporations, domestic or foreign. Such inspection by a Director may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.

Annual Report to Shareholders

     7.05 (1) If requested, in writing, by the Shareholders, no later than the close of the fiscal year, the Board of Directors shall cause an annual report to be sent to the Shareholders not later than 120 days after the close of the fiscal or calendar year.

Contents of Annual Reports

(2)	The annual report shall include the following financial statements;
(a)	A balance sheet as of such closing date;
(b)	A statement of income or profit and loss for the year ended on such closing date;
(c)	Such other information as the Directors shall determine.
(3)   The financial statements shall be prepared from the books and shall be in accordance therewith and shall be certified by the President, Secretary, Treasurer, or a public accountant. They shall be prepared in a form, sanctioned by sound accounting practice for the particular kind of business carried on by the Corporation.

Fiscal Year

     7.06 The fiscal year of the Corporation shall be the calendar year. Seal

     7.07 The Board of Directors may adopt, use, and thereafter alter, the Corporation seal.

ARTICLE EIGHT

Amendment of Bylaws

Adoption, Amendment, Repeal of Bylaws by Shareholders

     8.01 The power to alter, amend or repeal these Bylaws or adopt new Bylaws is vested in a majority of the Board of Directors, subject to the power of Shareholders to alter or repeal any Bylaws adopted by the Board of Directors.

Signature and Attestation

     Adopted by the Board of Directors to be effective January 19, 1996.

/s/ Stephanie Palmer  

Stephanie Palmer, Secretary 

EX-3.52 28 l18301aexv3w52.htm EXHIBIT 3.52

Exhibit 3.52

RESTATED CERTIFICATE OF INCORPORATION

OF

EDUCARE COMMUNITY LIVING CORPORATION – AMERICA

     EduCare Community Living Corporation — America, a corporation organized and existing under the laws or the State Of Delaware, hereby certifies as follows:

     1. The name of the Corporation is EduCare Community Living Corporation — America and the name under which the Corporation was originally incorporated was National Healthcare Services, Inc.

     The date of filing of its original certificate of Incorporation with the Secretary of State was August 27, 1987.

     2. This Restated Certificate of Incorporation restates, integrates and further amends the Certificate of Incorporation to read as herein set forth in full:

ARTICLE ONE

NAME

     The, name of the Corporation is EduCare Community Living Corporation.

ARTICLE TWO

REGISTERED OFFICE AND AGENT

     The registered office of the Corporation in the State of Delaware is to be located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. Its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

PURPOSE

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Act”).

ARTICLE FOUR

CAPITALIZATION AND VOTING

     Section 1. The aggregate number of Shares of Capital Stock which the Corporation shall have authority to issue is ten million, three hundred thousand (10,300,000) consisting of:

     (1) One class of Ten Million Shares of Common Stock, $0.001 par value per share; and

     (ii) One class of Three Hundred Thousand Shares of Preferred Stock, $0.001 par value per share consisting of two series as follows:

     (a) The 1988 Series Preferred Stock consisting of 200,000 shares shall have the following rights and preferences: (i) each holder shall be entitled to ten votes for each share held in his name on the books of the Corporation; (ii) each share may be converted into Common Stock at the option of the holder on a one-for-one basis at any time subsequent to January 31,1995.

     (b) The 1991 Series Preferred Stock consisting of 100,000 shares shall have the following rights and preferences; (i) each holder shall be entitled to ten votes for each share held in his name on the books of the Corporation; (ii) each share may be converted into Common Stock at the option of the holder on a one-for-one basis at any time subsequent to January 31, 2001.

     Section 2. The conversion ratio for the 1988 Series Preferred Stock and the 1991 Series Preferred Stock shall be subject to adjustment from time to time as follows: In case the Corporation shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding Common Stock, the conversion ratio in effect immediately prior to such subdivision or the issuance of such dividend shall be proportionately adjusted to give effect to such transaction, and in case the Corporation shall at any time combine the outstanding shares of Common Stock, the conversion ratio in effect immediately prior to such combination shall be proportionately adjusted to give effect to such transaction, effective at the close of business on the date of such subdivision, dividend or combination, as the case may be.

     Section 3. No holder of shares of Capital Stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any Capital Stack of any class which the Corporation may issue or sell, whether or not exchangeable for any Capital Stock of the Corporation of any class or gasses, whether issued out of unissued shares authorized by this Restated Certificate of Incorporation as originally filed or by any amendment thereof, or out of shares of Capital Stock of the Corporation acquired by it after the issue thereof; nor shall any holder of shares of Capital Stock of the Corporation, as such holder, have any right to purchase, acquire or subscribe for any securities which the Corporation may issue or sell whether or not convertible into or exchangeable for shares of Capital Stock of the Corporation of any class or classes, and whether or not any such securities have attached or appurtenant thereto warrants, options or other Instruments which entitle the holders thereof to purchase, acquire or subscribe for shares of Capital Stock of any dam or classes.

     Section 4. In the exercise of voting privileges, each holder of shares of the Common Stock of the Corporation shall be entitled to one (l) vote for each share held in his name on the

books of the Corporation, and each holder of the 1988 Series Preferred Stock and the 1991 Series Preferred Stock of the Corporation shall have ten (10) votes for each share held in his name on the books of the Corporation with all such shares voting as a single class unless otherwise required by law. In all elections of the Corporation, cumulative voting is expressly prohibited. With respect to any action to be taken by the stockholders of the Corporation as to any matter, the affirmative vote of the holders of shares of Capital Stock representing a majority of the votes entitled to vote thereon and represented in person or by proxy at a meeting of the stockholders at which a quorum is present shall be sufficient to authorize, affirm, ratify or consent to such action, provided, however, not withstanding the foregoing, at any meeting duly called and held for the election of directors at which a quorum is prow t, directors shall be elected by a plurality of the votes cast by the holders of shares of Capital Stock of the Corporation entitled to vote thereon and represented in person or by proxy. Any action required by the Act to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in wrung, setting forth the action so taken, shall be signed by the holder or holders of shares of Capital Stock represents a majority of the votes entitled to vote thereon and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or ant of the Corporation having custody of the Corporation’s minute book, Prompt notice of the action so taken without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     Section 5. The board of Directors shall have the power and. authority at any time and from tines to time to issue, sell, or otherwise dispose of any authorized and unissued shares of any class of stock of the Corporation to such persons or parties, including the holders of any

class of stock, for such consideration (not less than Par value, if any, thereof) and upon such terms and conditions as the Board of Directors in its discretion may deem for the best interests of the Corporation.

     Section 6. The Common Stock is subject and subordinate to any and all rights, privileges, preferences, and priorities of the 1988 Series Preferred Stock and the 1991 Series Preferred Stock of the Corporation as set forth in this Article Four. All shares of Common Stock shall be of equal rank and shall be identical in all respects,

     Section 7. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, the remaining net assets of the Corporation shall be divided and distributed among the holders of the Capital Stock based on the ratio that the number of shares of Capital Stock owned by each such holder beam k the aggregate number of issued and outstanding shares of Capital Stock.

     Section 8. The holders of Common Stock and Preferred Stock shall be entitled to receive, on a share-for-share basis, treating for dividend purposes all issued and outstanding shares of Common Stock and Preferred Stock as a single class, such dividends as may be declared from time to time by the Board of Directors.

     Section 9. The shares of Common Stock and Preferred Stock shall not be subject to redemption by the Corporation.

ARTICLE FIVE

BYLAWS

     In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, but subject to the provisions of this Restated Certificate of Incorporation, the Board of Dirge is authorized to make, alter, amend or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the Board of Directors tin in office. The Bylaws of the Corporation may be amended, altered, or repealed by the stockholders of the Corporation only upon the affirmative vote of the holders of shares of Capital Stock representing a majority of the votes entitled to be cast thereon.

ARTICLE SIX

DIRECTORS

     Section 1 . Election of directors need lot be by written ballot.

     Section 2. So long as at least awe of the directors of the Corporation continues to serve as a director of the Corporation, any vacancy on the Corporation’s Board of Directors shall be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining doctor and shall not be filled by a vote of the stockholders of the Corporation unless there are no directors in office, in which case an election of directors shall be held in the manner provided by the Act.

     Section 3. The number of directors constituting the rd of Directors shall be fixed as specified in the Bylaws of the Corporation, but shall not be less than one nor more than seven.

     Section 4. At each annual meeting of stockholders, directors shall be elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified

or until their earlier death, resignation, removal, or retirement. Any director elected or appointed to fill a vacancy shall hold office for the remaining term to which such person is entitled. No decrease in the number of directors constituting the Board of Directors shall shorter the term of any incumbent director.

     Section 5. Any director or the entire board of Directors may be removed for or without cause upon the affirmative vote of the holders of shares Capital Stock representing a majority of the votes entitled to be cast at an election of directors; however, any such removal is subject to further restrictions, not inconsistent with this Article, as may be contained in the Bylaws.

ARTICLE SEVEN

SPECIAL MEETINGS OF STOCKHOLDERS

     Special meetings of the stockholders of the Corporation may be called by the Chairman of the Board, the President or the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, upon not less than 10 nor more than 60 days’ written notice.

ARTICLE EIGHT

PERIOD OF DURATION

     The Corporation shall have perpetual existence.

ARTICLE NINE

RESERVATION OF RIGHTS

     The Corporation reserves the right to anted, alter, change or repeal any provision contained in this Restated Certification of Incorporation or in its Bylaws In the manner now or hereafter prescribed by the Act or this Restated Certificate of Incorporation, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE TEN

TRANSACTIONS WITH INTERESTED PARTIES

     No contract or other transaction between the Corporation and any other corporation and no other acts of the Corporation with relation to any other corporation shall, in the absence of fraud, in any way be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the Corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director or officer of the Corporation individually, or any firm or association of which any director or officer may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that he individually or as a member of such firm or association is such a party or is so interned shall be disclosed or shall have been known to the board of directors at which action upon any such contract or transaction shall be taken; and any director of the Corporation who is also a director or officer of such other corporation at who is such a party or so interested may be counted in determining the existence of a quorum at any meeting of the board of directors which shall authorize any such contract or transaction and may vote thereat to authorize any such contract or transaction, with like force and affect as if he were not such a director or officer of such other Corporation or not so interested. Any director of the Corporation

may vote upon any contract or any other transaction between the Corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director or officer of such subsidiary or dated corporation.

     Any contract, transaction, act of the Corporation or of the directors, which shall be ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting of the stockholders of the Corporation, or at any special meeting called for such purpose, shall, insofar as permitted by law, be as valid and as binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify any such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or deprive the Corporation, its directors, officers or employees, of its or their right to proceed with such contract, transaction or act.

Subject to any express agreement which nary from time to time be in effect, any stockholder, director or officer of that Corporation may carry on and conduct in his own right and for his own personal account, or as a partner in any partnership, or as a joint venturer in any joint venture, or as a trustee of any trust, or as an officer, director or stockholder of any corporation, or as a participant in any syndicate, pool, trust or association, any business which competes with the business of the Corporation and shall be free in all such capacities to make investments in any kind of property in which the Corporation may make investments,

ARTICLE ELEVEN

CAPTIONS

     The captions used in this Restated Certificate of Incorporation are for convenience only and shall not be construed in interpreting the provisions hereof.

ARTICLE TWELVE

STOCKHOLDER MEETINGS AND COMPANY 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 THIRTEEN

ARRANGEMENT WITH CREDITORS

     Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any lass of them or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction in the State of Delaware may, on the application of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution pursuant to Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourth in value of the creditors or class of creditors, 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 the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shaft, if sanctioned by the court to which the said application has been made, be minding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE FOURTEEN

INDEMNIFICATION

     Section 1. No former, future, or current director of the Corporation shall be liable to the Corporation, or its stockholders, or any other director or third party, for monetary damages for breach of his or her fiduciary duty as a director; provided, that this Section shall not eliminate or limit the liability of a director (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 feral Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. It is the intent of the Corporation to exempt the persons referred to in this Section I from personal liability to the fullest extent permitted by law.

     Section 2. The Corporation shall indemnify proposed director or officer of the Corporation, or any person who may have served at its request as a director or officer (or in a similar capacity) of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against reasonable expenses (including attorneys’ fees), damages, fines, penalties, judgments, amounts paid in settlement, and other liabilities actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit, or

proceeding or appeals therefrom, whether civil, criminal, administrative, or investigative, to which he or she may be made a party or in which he or she may become involved by reason of his or her being or having been or having agreed to be such a director or officer (whether or not involving action in his or her official capacity as a director or officer) if he or she 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 expect his or her conduct was unlawful; provided, however, no indemnification shall be made under this Section 2 in respect of any claim, issue, or mat w as to which such person shall have been adjudged to be liable for gross negligence or reckless or willful, misconduct in the performance of his or her duty to the Corporation, unless and only to the extent that a court of appropriate jurisdiction shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity.

     Section 3. Indemnification as provided above (unless ordered by a court of appropriate jurisdiction) shall be made by the Corporation unless a determination is made in a specific case that it indemnification of the director or officer is not proper in the circumstances because he or she is guilty of gross negligence or recklessness or willful misconduct in the performance of his or her duties to the Corporation. Such determination shall be made (a) 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 (b) if such a quorum cannot be obtained, then by a majority vote of the full board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to such proceedings; or (c) by special legal counsel, selected by the Board of Directors or a committee thereof by vote as set forth in clauses

(a) or (b) of this Section 3 or, if the requisite quorum of the full board cannot be obtained therefor and such committee cannot be established, by a majority vote of the full board (in which selection directors who are parties may participate); or (d) by the stockholders; provided, however, that no such determination shall be made in the situation where a director, officer, employee, or agent of the Corporation has been successful an the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 2 of this Article Fourteen, or in defense of any claim, issue, or matter therein. In the event a determination is made under this Section 3 that the director or officer has not met the applicable standard of conduct as to some matters but no such determination has been made as to others, amounts to be indemnified may be reasonably prorated.

     Section 4. Expenses incurred in appearing at, participating in, or defending any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding within 30 days of receipt by the Corporation of (a) a written affirmation by the Director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the Corporation as authorized in this Article Fourteen and (b) a written undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article Fourteen, unless and until a determination is made in the matt specified by Section 3 of this Article Fourteen that the information then known to those making the determination (without undertaking further investigation for purposes thereof) establishes that indemnification would not be permissible under Section 2 of this Article Fourteen.

     Section 5. It is the intent of .the Corporation to indemnify the persons referred to in this Article Fourteen to the fullest extent permitted by law. The indemnification provided by this Article Fourteen shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise,. or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such director or officer, both as to action in his or her official capacity and as to action in another capacity while holding such office.

     Section 6. The exemption from personal liability and indemnification provided by this Article Fourteen shall be subject to all valid and applicable laws, and, in the event this Article Fourteen or any of the provisions hereof or the exemption from personal liability or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article Fourteen shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

     Section 7. The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Article fourteen shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such directs or officer, both as to action in his official capacity and as to a in another capacity while holding such office.

     Section 8. 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,

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 this Article Fourteen.

     Section 9. For purposes of this Article Fourteen, 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, of its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article Fourteen with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

     Section 10. For purposes of this Article Fourteen, references to “other enterprises” shall include employee benefit plans; 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, 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 inn t 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 Fourteen.

     Section 11. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article Fourteen shall, unless otherwise provided when authorized or ratified, 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.

     3. This Restated Certificate of incorporation was duly adopted by written consent of the stockholders in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and written notice of the adoption of this Related Certificate of Incorporation has been given as provided by Section 728 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

     IN WITNESS WHEREOF, said EduCare Community Living Corporation-.America (pursuant to this Restated of Incorporation renamed EduCare Community Living Corporation) has caused this Certificate to be signed by Richard D. Relyea, its President and attested by Dennis C. Henegar, its Secretary, this ____ day of ____. 1992.

By:	/s/ Richard D. Relyea
	Richard D. Relyea

ATTEST:

By:       /s/ Dennis C. Henegar   Dennis C. Henegar, Secretary

EX-3.53 29 l18301aexv3w53.htm EXHIBIT 3.53

Exhibit 3.53

BYLAWS OF

EDUCARE COMMUNITY LIVING CORPORATION-AMERICA

(A Delaware Corporation)

ARTICLE I

Offices

     SECTION 1.1. Registered Office. The registered office of EduCare Community Living Corporation-America (the “Corporation”) shall be as designated from time to time by the Board of Directors in the manner as provided by law.

     SECTION 1.2. Other Offices. The Corporation’s principal business address shall be such address as designated from time to time by the Board of Directors. 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. Place of Meeting. All meetings of stockholders for the election of directors shall be held at such 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 or in a duly executed waiver of notice thereof.

     SECTION 2.2 Annual Meeting. The annual meeting of stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.

     SECTION 2.3. Voting List. The officer who has 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 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, 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. The original share ledger or transfer book, or a duplicate or computerized listing 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.

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     SECTION 2.4. Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), may be called by the Chairman of the Board or the President and shall be called by the President or Secretary at the request in writing from the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. Such request shall state the purposes of the proposed meeting. The Chairman of the Board or the President shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

     SECTION 2.5. Notice of Meeting. Written notice of the annual, and each special meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each stockholder -entitled to vote thereat, not less than 10 nor more than 60 days before the meeting.

     SECTION 2.6. Advance Notice of Nominations for Directors. At any special or annual meeting in which there is to be an election of directors, the stockholders shall be entitled to advance notice of the nominations for directors. Advance notice shall be deemed to have been given if such nominations are contained in the written notice of the meeting required to be sent to the stockholders pursuant to Section 2.5. of these Bylaws. Any other stockholder nominations for the election of directors shall be required to be made by delivering such written nomination to the stockholders seven (7) days in advance of the special or annual meeting.

     SECTION 2.7. Quorum. The holders of shares representing a majority of the votes of the outstanding and issued shares entitled to vote thereat, or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business except when stockholders are required to vote by class, in which event a majority of the holders of the issued and outstanding shares of the appropriate class shall be present in person or by proxy; and except as otherwise provided by statute or by the Certificate of Incorporation. Notwithstanding any other provisions of the Certificate of Incorporation or these Bylaws, the holders of shares of capital stock representing a majority of votes entitled to vote thereat, present in person or represented by proxy, whether or not a quorum is present, 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. If the adjournment is for more than 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. 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 2.8. Voting. The holder of each outstanding share of common stock shall be entitled to vote one vote per share and the holder of each outstanding share of Preferred Stock shall be entitled to ten votes per share on each matter submitted to a vote at a meeting of the stockholders. When a quorum is present at any meeting of the stockholders, the vote of the holders of shares of Capital Stock representing a majority 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, of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such

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stockholder, bearing a date not more than one year prior to voting and filed with the Secretary of the Corporation before, or at the time of, the meeting. If such instrument shall designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and .may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares. Unless required by statute or determined by the Chairman of the meeting to be advisable, the vote on any question need not be by written ballot.

     SECTION 2.9. Voting of Stock of Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or in the absence of such provision, the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. 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, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10. Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares.

     SECTION 2.11. Action Without Meetings. Any action permitted or required to be taken at a meeting of the stockholders of the Corporation 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 holder or holders of the outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted, and such written consent shall have the same force and effect as the requisite vote of the stockholders thereon. Any such executed written consent, or an executed counterpart thereof, shall be placed in the minute book of the Corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required under Section 2.11 hereof, a consent or consents signed by the holders of shares representing the minimum number of votes of the capital stock issued and outstanding and entitled to vote on and approve the action that is the subject of the consent are delivered to the Corporation. Prompt notice of the taking of any action by stockholders without a meeting by less than unanimous written consent shall be given to those stockholders who did not consent in writing to the action.

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     SECTION 2.12. Fixing 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 or 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 days nor less than ten days before the date of such meeting, no more than sixty days prior to any other action.

ARTICLE III

Board of Directors

     SECTION 3.1. Powers. The business and 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 Bylaws directed or required to be exercised or done by the stockholders.

     SECTION 3.2. Number Election and Term. Subject to the provisions of the Corporation’s Certificate of Incorporation, the number of directors that shall constitute the whole Board shall from time to time be fixed and determined by a majority of the full Board and shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors. The directors shall be elected and hold office as provided in the Corporation’s Certificate of Incorporation and these Bylaws. The election of directors at any meeting of the stockholders shall be by a plurality of the votes cast in person or by proxy when a quorum is present. The Board of Directors shall consist of not less than one (1) member nor more than seven (7) members. Subject to the foregoing, the number of directors shall be fixed and may be increased or decreased from time to time by resolution of the Board of Directors; provided, however, no decrease shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of stockholders in accordance with the provisions set forth in the Certificate of Incorporation, except as provided in Section 3.3, and each director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of Delaware or stockholders of the Corporation.

     SECTION 3.3. Vacancies. Additional Directors and Removal From Office. Vacancies and newly created directorships resulting from any increase in the authorized number of directors, shall, subject to any legal commitment of the Corporation with respect to such vacancy, 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. Vacancies shall not be filled by the stockholders except at an Annual Meeting of stockholders or unless there are no directors in office, in which case an election of directors shall be held in the manner provided by statute.

     SECTION 3.4. Nominations. Directors may be elected only from those candidates properly nominated for election pursuant to this Section 3.4. Nominations for a position on the Board of Directors may be made by a majority of the directors then in office. If the Board of

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Directors in unable to obtain sufficient votes to nominate a person for a position on the Board of Directors, the director then serving such position shall be the nominee for such position. Nominations for a position on the Board of Directors may also be made by stockholders in the manner provided by statute.

     SECTION 3.5. Regular Meeting. A regular meeting of the Board of Directors shall be held each year, without other notice than this bylaw, at the place of, and immediately following, the annual meeting of stockholders; and other regular meetings of the Board of Directors shall be held during each year, at such time and place as the Board of Directors may from time to time provide by resolution, either within or without the State of Delaware, without other notice than such resolution.

     SECTION 3.6. Special Meeting. Unless otherwise provided herein, a special meeting of the Board of Directors may be called by the Chairman of the Board or by the President and shall be called by the Secretary on the written request of any two directors. The Chairman of the Board or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

     SECTION 3.7. Notice of Special Meeting. Written notice of special meetings of the Board of Directors shall be given to each director at least 48 hours prior to the time of such meeting. 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 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 special .meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the Bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

     SECTION 3.8. 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, 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, by the Certificate of Incorporation or by these Bylaws. 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. Action Without Meeting. Unless otherwise restricted by the Certificate 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 as provided in Article IV of these Bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

     SECTION 3.10. Meeting by Telephone. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken by means of a meeting by

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conference telephone or similar communications equipment so long as all persons. participating in the meeting can hear each other. Any person participating in such meeting shall be deemed to be present in person at such meeting.

     SECTION 3.11. Compensation. 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’ directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

     SECTION 3.12. Assent to Action. 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 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 3.13. Removal of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, only upon (a) the affirmative vote of the holders of shares of Capital Stock representing a majority of the votes entitled to be cast at an election of directors or (b) the affirmative vote of a majority of members of the entire Board of Directors:

ARTICLE IV

Committees-of Directors

     SECTION 4.1. 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. 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 to (i) take any action that, pursuant to statute, the Certificate of Incorporation, or these Bylaws; may not be taken by such committee or requires the vote of more than a majority of the whole board unless such power or authority was specifically delegated by resolution passed by a vote of the board sufficient to have authorized such delegated action or (ii) unless the resolution and the Certificate of Incorporation expressly so provide, declare a dividend or to 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.

     SECTION 4.2. Notice of Meeting. Notwithstanding the provisions of Section 5.1 of these Bylaws, notice of meetings of committees shall be given to each member at least twenty-four (24) hours prior to the time of such meeting to the office of each member shown on the records

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of the Corporation. Any member may waive notice of any meeting. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the 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 meeting of a committee need be specified in the notice or waiver of notice of such meeting.

     SECTION 4.3. Quorum. A minimum of two members (unless the full committee consists of one member) or 50% (if more) of the members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of the members, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation, by these Bylaws or by resolution of the Board of Directors. If a quorum shall not be present at any meeting of a committee, the members 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 4.4. Minutes. Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

ARTICLE V

Notices

     SECTION 5.1. Methods of Giving Notice. Whenever under the provisions of the General Corporation Law of Delaware or of the Certificate of Incorporation or of these Bylaws, 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 and delivered personally, through the United States Mail, by a recognized delivery service (such as Federal Express) or by means of telegram, telex or facsimile transmission, addressed to such director or stockholder, at his address or telex or facsimile transmission number, as the case may be, as it appears on the records of the Corporation, with postage and fees thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be deposited in the United States Mail or with an express delivery service or when transmitted by telex or facsimile transmission or personally delivered, as the case may be.

     SECTION 5.2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, the Certificate of Incorporation or of these Bylaws, 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 VI

Officers

     SECTION 6.1. Officers. The officers of the Corporation shall be a Chairman of the Board, President, one or more Vice Presidents, any one or more of which may be designated Executive Vice President or Senior Vice President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers and agents, including but not limited to Assistant Vice

7

Presidents, Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined by the Board. Any two or more offices, other than the offices of President and Secretary, may be held by the same person. No officer shall execute, acknowledge, verify or countersign any instrument on behalf of the Corporation in more than one capacity, if such instrument is required by law, by these Bylaws or by any act of the Corporation to be executed, acknowledged, verified or countersigned by two or more officers. The Chairman of the Board shall be elected from among the directors. With the foregoing exception, none of the other officers need be a director, and none of the officers need be a stockholder of the Corporation.

     SECTION 6.2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first regular meeting held after the annual meeting of stockholders or as soon thereafter as conveniently possible. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until he shall cease to be a director in the case of the Chairman of the Board. Election or appointment as an officer or agent of the Corporation shall not of itself create or cause any contract rights to become vested in the person so elected or appointed.

     SECTION 6.3. Removal and Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to 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 6.4. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

     SECTION 6.5. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or pursuant to the direction of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of his also being a director.

     SECTION 6.6. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders of the Corporation. In the Chairman’s absence, such duties shall be attended to by the President. The Chairman of the Board shall hold the position of chief executive officer of the Corporation and shall perform such duties as usually pertain to the position of chief executive officer and such duties as may be prescribed by the Board of Directors. The Chairman of the Board shall formulate and submit to the Board of Directors matters of general policy for the Corporation and shall perform such other duties as usually appertain to the officer or as may be prescribed by the Board of Directors. He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors. He may sign with the Secretary or any other officer of the Corporation thereunto authorized by the Board of Directors certificates for shares

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of the Corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated or reserved by these Bylaws or by the Board of Directors to some other officer or agent of the Corporation, or shall be required by law to be otherwise executed. He shall vote, or give a proxy to any other officer of the Corporation to vote, all shares of stock of any other Corporation standing in the name of the Corporation.

     SECTION 6.7. President. The President shall be the chief operating officer of the Corporation and, subject- to the control of the Board of Directors and the Chairman of the Board, shall in general supervise and control the business and affairs of the Corporation. He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors of the Chairman of the Board. The President shall keep the Board of Directors and the Chairman of the Board fully informed as they or any other officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of capital stock of the Corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by these Bylaws or by the Board of Directors to some other officer or agent of the Corporation, or ‘ shall be required by law to be otherwise executed. In general he shall perform all other duties normally incident to the office of President, except any duties expressly delegated to other persons by these Bylaws or the Board of Directors, and such other duties as may be prescribed by the Chairman of the Board or the Board of Directors from time to time.

     SECTION 6.8. Vice Presidents. In the absence of the President, or in the event of his inability or refusal to act, the Executive Vice President (or in the event there shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties and exercise the powers of the President. Any Vice President may sign, with the Secretary or any Assistant Secretary, certificates for shares of capital stock of the Corporation. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the Chairman of the Board, the President or the Board of Directors.

     SECTION 6.9. Secretary. The Secretary shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws and 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 or a facsimile thereof is affixed to all certificates for shares prior to the issuance thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provision of these Bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished by such stockholder; (e) sign with the Chairman of the Board, President, Executive Vice President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general, perform all duties normally incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the Chairman of the Board, President or the Board of Directors.

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     SECTION 6.10. 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 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 monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Section 7.3 of these Bylaws; (b) prepare, or cause to be prepared, for submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times as may be required by the Board of Directors, the Chairman of the Board or the President, a statement of financial condition of the Corporation in such detail as may be required; and (c) in general, perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board, President, or the Board of Directors.

     SECTION 6.11. Assistant Secretary or Treasurer. The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chairman of the Board, President, or the Board of Directors. The Assistant Secretary may sign, with the Chairman of the Board, the President or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors or the Executive Committee, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE VII

     SECTION 7.1. Contracts. Subject to the provisions of Section 6.2, the Board of Directors may authorize any officer, officers, agent or agents, to enter into any contract or execute and deliver an instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

     SECTION 7.2 Checks. etc. All checks, demands, 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 or such agent or agents of the Corporation, and ;in such manner, as shall be determined by the Board of Directors.

     SECTION 7.3. Deposits. All funds from 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 depositories as the Chairman of the Board, President or Treasurer may be empowered by the Board of Directors to select or as the Board of Directors may select.

ARTICLE VIII

Certificate of Stock

     SECTION 8.1. Issuance. Each stockholder of this Corporation shall be entitled to a certificate or certificates showing the number of shares of stock registered in his name on the books of the Corporation. The certificates shall be in such form as may be determined by the

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Board of Directors, shall be issued in numerical order and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary. Any of or all the signatures on the certificate may be facsimile. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designation, 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 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 of stock; provided that, except as otherwise provided by statute, 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 of series of stock, a statement that the Corporation will furnish to each stockholder who so requests the 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 rights. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, stolen, destroyed or mutilated certificate a new one may be issued therefore upon such terms and with such indemnity, if any, to the Corporation as the Board of Directors may prescribe. Certificates may be issued representing fractional shares of stock.

     SECTION 8.2. Lost Certificates. The Board of Directors may direct that a new certificate or certificates 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, 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 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 or certificate alleged to have been lost, stolen or destroyed, or both.

     SECTION 8.3. Transfers. Upon surrender to the Corporation or the transfer agents 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. Transfers of shares 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 and filed with the Secretary of the Corporation or the transfer agents.

     SECTION 8.4. Registered Stockholders. 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, 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 the Corporation 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.

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     SECTION 8.5. Reserve. 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 Board of 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 Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE IX

Miscellaneous

     SECTION 9.1. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, and the words “Corporate Seal of Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 9.2. Books. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at its principal business address set forth in Section 1.2, or at such other place or places as may be designated from time to time by the Board of Directors.

     SECTION 9.3. Checks. All checks 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 9.4. Fiscal Year. The fiscal year of the Corporation shall be fixed by the resolution of the Board of Directors.

     SECTION 9.5. Certificate of Incorporation. These Bylaws shall be subject in all respects to the Corporation’s Certificate of Incorporation and any Certificates of Designation properly filed with respect to any class of the Corporation’s stock.

ARTICLE X

Amendment

     SECTION 10.1. Amendment of Bylaws. The Bylaws may be altered, amended or replaced subject to any restrictions contained in the Certificate of Incorporation at any meeting of the Board of Directors or stockholders at which a quorum is present provided that notice of such alteration, amendment or repeal be contained in the notice of such meeting.

     SECTION 10.2. Vote Required. A majority of the Board of Directors then in office or the affirmative vote of the holders of shares of Capital Stock representing a majority of the votes entitled to be cast theron shall be required to amend these Bylaws.

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EX-3.54 30 l18301aexv3w54.htm EXHIBIT 3.54

Exhibit 3.54

ARTICLES OF INCORPORATION OF

TEXAS COMMUNITY LIVING VENTURES

We, the undersigned natural persons of the age of eighteen years or more, at least two of whom are citizens of the State of Texas, acting as the incorporators of a corporation under the Texas Business Corporation Act, hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE I.

NAME

The name of the corporation is Texas Community Living Ventures, Inc.

ARTICLE II.

PERIOD OF DURATION

The period of it’s duration is perpetual.

ARTICLE III.

PURPOSE

The purpose for which the corporation is organized is the transaction of any and all lawful business.

ARTICLE IV.

SHARES

The aggregate number of shares which the corporation has authority to issue is one million shares of the par value of one cent (1c) each. The shares are designated as Common Stock and have identical rights and privileges in every respect.

ARTICLE V.

COMMENCEMENT

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.

ARTICLE VI.

REGISTERED OFFICE AND AGENT

The street address of it’s initial registered office and the name of it’s initial registered agent at such address is Jon D. Hannum, 6200 Mopac Expwy., Suite 106, Austin, Texas 78759.

ARTICLE VII.

INITIAL DIRECTORS

The number of directors constituting the initial board of directors of the corporation is two, and the names and addresses of the persons who are to serve as the initial directors are:

Name	Address
Jon D. Hannum	8140 Greenslope
	Austin, Texas 78759
A. Keith Barton	4205 Bull Creek Road 78731

ARTICLE VIII.

The name and street address of each incorporator is:

Name	Address
Jon D. Hannum	8140 Greenslope
	Austin, Texas 78759
A. Keith Barton	4205 Bull Creek Road 78731

The incorporators are eighteen years of age or more and are citizens of Texas.

ARTICLE IX.

PRE-EMPTIVE RIGHTS

No shareholder or other person shall have any pre-emptive right whatsoever.

ARTICLE X.

BYLAWS

The initial by-laws shall be adopted by the Board of Directors. The power to alter, amend. or repeal the by-laws or adopt new bylaws is vested in the Board of Directors.

ARTICLE XI.

NUMBER OF VOTES

Each share has one vote on each matter on which the share is entitled to vote.

ARTICLE XII.

A majority vote is sufficient for any action which requires the vote of concurrence of shareholders.

ARTICLE XIII.

NONCUMULATIVE VOTING

Directors shall be elected by majority vote. Cumulative voting will not be permitted.

ARTICLE XIV.

     (A) Persons. The corporation shall indemnify, to the extent provided in paragraphs (B), (D), or (F):

          (1) any person who is or was director, officer, agent or employee of the corporation, and

          (2) any person who serves or served at the corporation’s request as a director, officer, agent, employee, partner or trustee of another corporation or of a partnership, joint venture, trust or other enterprise.

     (B) Extent-Derivation Suits. In case of a suit by or in the right of the corporation against a person named in paragraph (A) by reason of his holding a position named in paragraph (A), the

corporation shall Indemnify him if he satisfies the standard in paragraph (C), for expenses (including attorney’s fees but excluding amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of the suit.

     (C) Standard-Derivation Suits. In case of a suit or in the right of the corporation, a person named in paragraph (A) shall be indemnified only if:

          (1) he is successful on the merits or otherwise, or

          (2) he acted in good faith in the transaction which is the subject of the suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. However, he shall not be indemnified in respect of any claim, issue or matter as to which he has been adjudged 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 the suit was brought shall determine, upon application, that despite the adjudication but in view of all the circumstances, he is fairly and reasonably entitled to indemnify for such expenses as the court shall deem proper.

     (D) Extent-Nonderivative Suits. In case of a suit, action or proceeding, (whether civil, criminal, administrative, or investigative), other than a suit by or in the right of the corporation, together referred to as a nonderivative suit, against a person named in paragraph (A) by reason of his holding a position named in paragraph (A), the corporation shall indemnify him if he satisfies the standard (E), for amount actually and reasonably incurred by him in connection with the defense of settlement of the nonderivative suit as

          (1) expenses (including attorney’s fees),

          (2) amounts paid in settlement

          (3) judgments, and

          (4) fines.

     (E) Standard-Nonderivative Suits. In case of a nonderivative suit, a person named in paragraph (A) shall be indemnified only if:

          (1) he is successful on the merits or otherwise, or

          (2) he acted in good faith in the transaction which is the subject of the nonderivative suit, 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, he has not reason to believe his conduct was unlawful. The termination of a nonderivative suit 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 failed to satisfy the standard of this paragraph (E) (2).

     (F) Determination That Standard Has Been Met. A determination that the standard of paragraph (C) or (E) has been satisfied may be made by a court. Or, except as stated in paragraph (C) (2) (2d sentence), the determination may be made by:

          (1) a majority of the directors of the corporation (whether or not a quorum) who were not parties to the action, suit, or proceeding, or

          (2) independent legal counsel (appointed by a majority of the director of the corporation, whether or not a quorum, or elected by the shareholder of the corporation) in a written opinion, or

          (3) the shareholders of the corporation.

     (G) Proration. Anyone making a determination under paragraph (F) may determine that a person has met the standard as to some matters but not as to others, and may reasonably prorate amounts to be indemnified.

     (H) Advance Payment. The corporation may pay in advance any expenses (including attorney’s fees) which may become subject to indemnification under paragraphs (A)-(G) if:

          (1) the board of directors authorizes the specific payment and

          (2) the person receiving the payment undertakes in writing to repay unless it is ultimately determined that he is entitled to indemnification by the corporation under paragraphs (A)-(G).

     (I) Nonexclusive. The indemnification provided by paragraphs (A)-(G) shall not be exclusive of any other rights to which a person may be entitled by law, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

     (J) Continuation. The indemnification and advance payment provided by paragraphs (A)-(H) shall continue as to a person who has ceased to hold a position named in paragraph (A) and shall inure to his heirs, executors, and administrators.

     (K) Insurance. The corporation may purchase and maintain insurance on behalf of any person who holds or who has held any position named in paragraph (A), against any liability incurred by him in any such position, or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under paragraphs (A)-(H).

     (L) Reports. Indemnification payments, advance payments, and insurance purchases and payments made under paragraphs (A)(K) shall be reported in writing to the shareholders of the corporation with the next notice of annual meeting, or within six months, whichever is sooner. In witness whereof, I have here unto set my hand this the 19^th day of May, 1986.

               /s/ Jon D. Hannum  

Jon D. Hannum 

               /s/ A. Keith Barton  

A. Keith Barton 

STATE OF TEXAS       §

COUNTY OF TRAVIS §

     Before me, the undersigned, a Notary Public is and for said County and, State, on this day personally appeared Jon D. Hannum, and A. Keith Barton known to me to be the persons whose names are subscribed to the foregoing instrument and acknowledged to me under oath that the same was the act of the said Texas Community Living Ventures, a corporation, and that they have executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated.

     Given under my hand and seal of office, this 19th day of May, 1986.

     /s/ Shirley F. Johnson  

Notary Public, County of 

Austin, Texas 

MY COMMISSION EXPIRES: 3/20/88.

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

     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 I.

NAME

     The name of the corporation is Texas Community Living Ventures, Inc.

ARTICLE II.

PERIOD OF DURATION

     The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on March 1st, 1989. The amendment alters or changes Article One of the original or amended Articles of Incorporation and Article One is amended to read as follows:

“The name of the corporation is EduCare Community Living Corporation — Gulf Coast.”

ARTICLE III.

PURPOSE

     The number of shares of the corporation outstanding at the time of such adoption was 1,000,000; and the number of shares entitled to vote thereon was 1,000,000

ARTICLE IV. SHARES

     The holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing adopting said amendment.

ARTICLE V.

COMMENCEMENT

     The manner in which any exchange, reclassification or cancellation of issued shares provided for in the amendment shall be effected, is as follow: stock certificates bearing the previous corporate name shall be exchanged for stock certificates for an equal number of shares bearing the name as amended hereby.

EduCare Community Living Corporation — Gulf Coast (previously named Texas Community Living Ventures, Inc.)
By:	/s/ A. Keith Barton
	A. Keith ‘Barton, President

By:	/s/ Moonyeen Weiss
	Moonyeen Weiss, Secretary

STATE OF TEXAS

COUNTY OF HARRIS

     BEFORE ME, a notary public, on this day personally appeared A. Keith Barton, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.

     GIVEN under my hand and seal of office this 2^nd day of March, A.D., 1989.

     /s/ Elaine A. Baumgartner

Notary Public — STATE OF TEXAS

My Commission Expires: 10/10/92

  Elaine A. Baumgartner Printed Name of Notary

EX-3.55 31 l18301aexv3w55.htm EXHIBIT 3.55

Exhibit 3.55

SECOND AMENDED

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-GULF COAST

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas Avenue, Houston, Texas 77002, and the name of the registered agent of the corporation is C T Corporation System.*

^* Amended November 1, 1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

^* Amended January 30,1995

Notice of Meeting

2.03 Notice of the meeting, 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

given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

^* Amended August, 1996

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meeting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from

time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The

signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue shall be open to inspection of the shareholders from time to time and to the extent expressly provided by statute, and 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the

shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this 16th day of August, 1996.

   /s/ Dennis Latimer

Dennis Latimer, Director

   /s/ Dennis Henegar

Dennis Henegar, Director

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-GULF COAST

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas Avenue, Houston, Texas 77002, and the name of the registered agent of the corporation is C T Corporation System

^* Amended November 1, 1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

^* Amended January 30,1995

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten

(10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

^.2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to

transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be three (3). The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from

time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice. of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by^, law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement ‘of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the

Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this 30th day of January, 1995.

   /s/ Richard D. Relyea

Richard D. Relyea, Director

   /s/ Dennis Latimer

Dennis Latimer, Director

   /s/ Dennis Henegar

Dennis Henegar, Director

EX-3.56 32 l18301aexv3w56.htm EXHIBIT 3.56

Exhibit 3.56

State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division

Amendment of Articles of Incorporation
(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1.	The present name of the Corporation is Premier Healthcare, Inc.                                                                                                                                                                 &nbs p;
	The name under which it was originally organized was Premier Healthcare, Inc.
2.	An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on December 19, 1997
3.	Article Number 1 is amended to read as follows:

The name of the Corporation is EduCare Community Living Corporation — Missouri. The amendment shall be effective on December 31, 1997 at midnight.

4.	Of the                                                                                                                                              shares outstanding,                                                                                 of such shares were entitled to vote on such amendment.
	The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class Number of Outstanding Shares

5. The number of shares voted for and against the amendment was as follows:

Class No. Voted For No. Voted Against

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

	If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
7.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

- 2 -

IN WITNESS WHEREOF, the undersigned, Kevin H. King, Vice President has executed this instrument and Secretary Anne M. Sturtz has affixed its corporate seal hereto and attested said seal on the                      day of                                         , 19                    .

Place

CORPORATE SEAL

Here

(if no seal, state “None.”)

Premier Healthcare Inc.

Name of Corporation

ATTEST:

	By:
Secretary or Assistant Secretary	President or Vice President

State of Ohio                      }

County of Franklin             } ss.

     I, Kathryn H. Bell, a Notary Public, do hereby certify that on this 29^th day of December, 1997, personally appeared before me Kevin H. King who, being by me first duly sworn, declared that he is the Vice President of Premier Healthcare, Inc. that he signed the foregoing documents as Vice President of the corporation, and that, the statements therein contained are true.

(Notarial Seal)

My commission expires

- 3 -

State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division

Articles of Merger
(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certify the following

(1)	That	Premier Healthcare, Inc.	of Missouri
		(Name of Corporation)	(Parent State)
(2)	That	EduCare Community Living Corporation – Missouri	of Missouri
		(Name of Corporation)	(Parent State)

(3)	That			of
		(Name of Corporation)			(Parent State)
		*effective December 31, 1997 at midnight
		are hereby merged and that the above named	Premier Healthcare, Inc.
			(Name of Corporation)		(Parent State)
		is the surviving corporation.

(4) That the Board of Directors of Premier Healthcare, Inc. met on and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles

(5)	That the Board of Directors of	EduCare Community Living Corporation – Missouri
		(Name of Corporation)	(Parent State)
	met on December, 1997 and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles
(6)	That the Board of Directors of
		(Name of Corporation)	(Parent State)
	met on                                                              and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles

(7) The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of                      Premier Healthcare, Inc . held on Dec.                    , 1997 at By consent and at such meeting there were 100

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	shares entitled to vote and 100 voted in favor and -0- voted against said plan.
(8)	The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of                      at By consent and at such meeting there were 100 shares entitled to vote and 1,000 voted in favor and voted against said plan.
(9)	The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of                      held on                                          at                                          and at such meeting there were                     shares entitled to vote and voted in favor and                                          voted against said plan.
(10)	PLAN (unreadable text here...)

1.	Premier Healthcare, Inc.
2.	All of the property, rights, privileges, leases and patents of the EduCare Community Living Corporation Missouri                                                             Corporation and                                                             Corporation are to be transferred to and become the property of Premier Healthcare. Inc. the survivor. The officers and board of directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership.
3.	The officers and board of directors of Premier Healthcare, Inc. shall continue in office until their successors are duly elected and qualified under the provisions of the by laws of the surviving corporation..
4.	The outstanding shares of EduCare Community Living Corporation – Missouri shall be exchanged for shares of Premier Healthcare, Inc.                      on the following basis:

Ten for One

5.	The outstanding shares of                      shall be exchanged for shares of                                                             on the following basis:
6.	The articles of incorporation of the survivor are amended as follows:
	Article the name of the Corporation is to be changed to EduCare Community Living Corporation - Missouri, effective midnight on December 31, 1997.

- 5 -

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

CORPORATE SEAL		Premier Healthcare, Inc.
		(Name of Corporation)
		By:
ATTEST:
By	/s/ Anne M. Sturtz
CORPORATE SEAL		Educare Community Living Corporation — Missouri*
		(Name of Corporation)
		By:
ATTEST:
By	/s/ Anne M. Sturtz

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State of Ohio	)
County of Franklin	)

     I, Kathryn H. Bell, a Notary Public, do hereby certify that on the 29^th day of December, 1997 personally appeared before me Kevin H. King who being by me first duly sworn, declared that he is the Vice President of Premier Healthrare, Inc. that he signed the foregoing documents as Vice President of the corporation, and that the statements therein contained are true.

(Notarial Seal)	/s/ Kathryn H. Bell
	My commission expires

State of ______________________)

County of ____________________)

     I, Kathryn H. Bell, a Notary Public,

     do hereby certify that on the 29^th day of December, 1997 personally appeared before me Kevin H. King who being by me first duly sworn, declared that he is the Vice President of EduCare Community Living Corporation — Missouri that he signed the foregoing documents as Vice President of the corporation, and that the statements therein contained are true.

(Notarial Seal)	/s/ Kathryn H. Bell
	My commission expires

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State of _________________________)

County of _______________________)

     I,                                                             a Notary Public, do hereby certify that on the                       day of                                          personally appeared before me                                                              who being by me first duly sworn, declared that he is the of                                                                                   that he signed the foregoing documents as                                          of the corporation, and that the statements therein contained are true.

(Notarial Seal)
	My commission expires

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ARTICLES OF INCORPORATION

EDUCARE COMMUNITY LIVING CORPORATION-MISSOURI

The undersigned natural person of the age of eighteen years or more for there purpose of forming a corporation under the General and Business Corporation Law of Missouri a opts the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is EDUCARE COMMUNITY LIVING CORPORATION MISSOURI.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is to provide services to persons with disabilities and all other legal acts permitted general and business corporations.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 1,000 of common stock at a par value of $100

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 performed or property actually received..

ARTICLE SIX

The street address of its initial registered office is 1125 Illinois, Joplin, Missouri 64801, and the name of its registered agent at such address is Jo Rainwater

ARTICLE SEVEN

The number of Directors constituting the initial Board of Directors is three (3), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders, or until their successors are elected and qualified are:

Dennis R Latimer	6034 W Courtyard Dr, Suite 150, Austin, Texas 78730
Dennis C. Henegar	6034 W Courtyard Dr., Suite 150, Austin, Texas ‘78’730

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Kevin H. King 5555 Parkcenter Circle, Suite 200, Dublin, OH 43017-3586

ARTICLE EIGHT

The name and place of residence of the incorporator is:

M. Gayle Rolland 12000 W Cow Path, Austin, Texas 7872 7

IN WITNESS WHEREOF, these Articles of Incorporation have been signed this ( 2 day of                                         , 1997.

/s/ M. Gayle Rolland

M.. Gayle Rolland

State of Texas

County of Travis

     I, Ann Thompson, a Notary Public, do hereby certify that on this ___ day of                     , 1997, personally appeared before me who being by me fast duly sworn, (severally) declared that she is the person who signed the foregoing document as incorporator and that the statements therein contained are true.

Notary Public

My commission expires

My County of commission is Travis

- 10 -

ARTICLES OF INCORPORATION

PREMIER HEALTHCARE, INC.

The undersigned, Richard D. Chaney, acting as incorporator of a corporation under the Missouri Business Act, hereby adopts the following Articles of Incorporation for such corporation..

ARTICLE ONE

The name of the corporation is PREMIER HEALTHCARE, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is to perform management responsibilities for Long Term Care and Retirement facilities and further, to engage in any lawful business..

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 30,000 shares without par value.

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 performed or property actually received..

ARTICLE SIX

The street address of its initial registered office is Route 7, Box 150, Joplin, Missouri 64801, and the name of its registered agent at such address is Richard D. Chaney.

ARTICLE SEVEN

The number of Directors constituting the initial Board of Directors is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders, or until their successors are elected and qualified are: Richard D. Chaney, Route 7, Box 150, Joplin, Missouri 64801; Darlene B. Chaney, Route 7, Box 150, Joplin, Missouri 64801; Michael R.. Chaney, 1221 Mississippi St,, Joplin, Missouri 64801; and Cindy T Chaney, 1221 Mississippi St., Joplin, Missouri 64801,

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ARTICLE EIGHT

The name and address of the incorporator is: Richard D, Chaney, Route 7, Box 150, Joplin, Missouri 64801.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this                      day of                                                             , 1991

/s/ Richard D. Chaney

Richard D. Chaney

State of                                                                                 

County of                                                             

     I,                                                                                 , a Notary Public, do hereby certify that on this                      day of                                         , 19___, personally appeared before me, who being by me                                                                                  (and                                                                                  who being first duly sworn, (severally) declared that he is (they are) the person(s) who signed the foregoing document as incorporator(s), and that the statements therein contained are true.

NOTARIAL SEAL	/s/ Debra J. Kolb
	DEBRA J. KOLB
	My commission expires

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EX-3.57 33 l18301aexv3w57.htm EXHIBIT 3.57

Exhibit 3.57

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-MISSOURI

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 300-B E. High Street, Jefferson City, Missouri 65101, and the name of the registered agent of the corporation is HIQ Corporate Services, Inc.

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is

adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of

the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5). The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meetings of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed

or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in . its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Missouri, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue shall be open to inspection of the shareholders from time to time and to the expressly provided by statute, and not otherwise. The Directors may examine such books and records at all reasonable times.

Closing Stock Transfer Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this 15^th day of August, 1997.

/s/ Dennis Latimer, Director

     Dennis Latimer, Director

/s/ Dennis Henegar, Director      Dennis Henegar, Director

/s/ Kevin H. King, Director

     Kevin H. King, Director

EX-3.58 34 l18301aexv3w58.htm EXHIBIT 3.58

Exhibit 3.58

Articles of Incorporation

STATE OF NEVADA
Secretary of State

IMPORTANT: Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)

1. NAME OF CORPORATION: EduCare Community Living Corporation — Nevada

2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada where process may be served)

Name of Resident Agent: Elizabeth M. Hall-Young
Street Address: 1413 Santa-Margarita #A, Las Vegas, NV 89102

3. SHARES: (number of shares the corporation is authorized to issue)

Number of shares with par value:                        Par value:                         Number of shares without par value: 10, 000

4. GOVERNING BOARD: shall be styled as (check one): X Directors Trustees

     The FIRST BOARD OF DIRECTORS shall consist of 3 members and. the names and addresses are as follows:

Richard D. Relyea	4304 Long Champs Dr, Austin, TX 78746
Dennis Latimer	8811 Tweed Berwick Dr., Austin, TX. 78750
Dennis C. Henegar	11801 Three Oaks Trail, Austin, TX 78759

5. PURPOSE (optional- see reverse side): The purpose of the corporation shall be:

6. NRS 78.037: States that the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director or officer of the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer except acts or omissions which include misconduct or fraud. Do you want this provision to be part of your articles? Please check one of the following: YES  [X] NO [  ].

7. OTHER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You may attach additional information noted on separate pages. But, if any of the additional information is contradictory to this form it cannot be filed and will be returned to you for correction. Number of pages attached  0 

8. SIGNATURES OF INCORPORATORS: The names and addresses of each of the incorporators signing the articles: (signatures must be notarized)

Gayle Rolland
6034 W. Courtyard Dr., Austin, TX 78730
/s/ M. Gayle Rolland

Subscribed and sworn to before me this 28th day of April, 1994.

    /s/ Mary Elizabeth Wilson
Notary Public

9. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

     I, Elizabeth M. Hall-Young hereby accept appointment as Resident Agent for the above named corporation.

/s/ Elizabeth M. Hall-Young                                4/28/94

EX-3.59 35 l18301aexv3w59.htm EXHIBIT 3.59

Exhibit 3.59

SECOND AMENDED

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-NEVADA

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at One E. First Street, Reno, Nevada 89501, and the name of the registered agent of the corporation is Corporation Trust Company of Nevada.*
*Amended August 2,1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

*Amended January 30,1995

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal

to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of

Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of Nevada. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.
*Amended August, 1996

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the

Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment -Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding o n the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this                    day of                                        , 199_

           /s/  Dennis Latimer Dennis Latimer, Director

          /s/  Dennis Henegar Dennis Henegar, Director

EX-3.60 36 l18301aexv3w60.htm EXHIBIT 3.60

Exhibit 3.60

ARTICLES OF INCORPORATION

OF

EDUCARN COMMUNITY LIVING CORPORATION — NEW MEXICO

     The undersigned, acting as incorporator of a corporation under the New Mexico Business Corporation Act, adopts the following Articles of Incorporation for the corporation:

ARTICLE I

     The name of the corporation is EduCare Community Living Corporation — New Mexico.

ARTICLE II

Purpose

     The purposes for which the corporation is organized are: to provide well-managed, high-quality services for persons with special needs; to do all and everything necessary, suitable or proper for the accomplishment of any of the purposes, the attainment of any of the objects, or the exercise of any of the powers herein set forth, either alone or in conjunction with other corporations, firms, or individuals; to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the above-mentioned objects, purposes, or powers; and to transact any lawful business for which corporations may be incorporated under the New Mexico Business Corporation Act.

ARTICLE III

Stock

     The aggregate number of authorized shares which the                    corporation shall have authority to issue is one hundred thousand (100,000) shares of no par common stock, each for the minimum consideration as authorized by the board of directors, but such amount shall not be less than One Dollar ($1.00) per share.

ARTICLE IV

Registered Office and Agent

     Its initial registered office address is 325 Paseo de Peralta, Santa Fe, New Mexico 87501, and its initial registered agent at that address is Montgomery & Andrews, Professional Association.

ARTICLE V

Initial Board of Directors

     The number of directors constituting its initial board of directors is three, 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 qualified are:

NAME	ADDRESS
Dennis Latimer	6034 W. Courtyard Dr. Suite 150 Austin, Texas 78730
Dennis Henegar	6034 W. Courtyard Dr. Suite 150 Austin, Texas 78730
Barbara Bowman	6034 W. Courtyard Dr. Suite 150 Austin, Texas 78730

ARTICLE VI

Bylaws

     The initial bylaws of the corporation shall be adopted by its board of directors. After the adoption of the initial bylaws of the corporation, the power to alter, amend or repeal the bylaws

of the corporation and to adopt new bylaws of the corporation shall be vested in the board of directors.

ARTICLE VII

Organization Meeting

     After the issuance of the certificate of incorporation by the New Mexico State Corporation Commission, an organization meeting of the board of, directors named herein shall be held at the corporation’s principal office, or such other place of business within or without the State of New Mexico ac the directors named herein shall agree, for the purpose of adopting the initial bylaws of the corporation, electing officers and transacting such other business as shall come before the meeting.

DATED: October 14, 1993.
	/s/ Thomas W. Olson Thomas W. Olson
	325 Paseo de Peralta
	Santa Fe, New Mexico 87501

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED INITIAL REGISTERED AGENT

TO: THE STATE CORPORATION COMMISSION
STATE OF NEW MEXICO

STATE OF NEW MEXICO	)
	)	ss.
COUNTY OF SANTA FE	)

     On this 14th day of October, 1993, before me, a Notary Public in and for the State and county aforesaid, personally appeared Thomas W. Olson, Vice President of Montgomery & Andrews, Professional Association, who is known to be the person and who, being by me duly sworn, acknowledged to me that he does hereby acknowledge that corporation’s acceptance of the appointment as the initial Registered Agent of the corporation which is named in the foregoing Articles of Incorporation, and which is applying for a Certificate of Incorporation.

MONTGOMERY & ANDREWS
Professional Association
By:	/s/ Thomas W. Olson           Its Vice President

     Acknowledged, subscribed and sworn before me on the day, month and year first set forth above.

	Notary Public
My commission expires:

EX-3.61 37 l18301aexv3w61.htm EXHIBIT 3.61

Exhibit 3.61

SECOND AMENDED

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-NEW MEXICO

ARTICLE ONE

REGISTERED OFFICE

     1.01 The registered office of the corporation is located at 325 Paseo de Peralta, Santa Fe, New Mexico 87501, and the name of the registered agent of the corporation is C T Corporation System.*

*Amended July 19,1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors;

Time of Annual Meeting

     2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

*Amended January 30,1995

Notice of Meeting

     2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

     2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

     2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

     2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

     2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

     2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

     2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

     3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

     3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of New Mexico. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term

of any incumbent 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 shareholders called for that purpose.

*Amended August, 1995 Election and Term of Office

     3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

     3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

     3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this                     day of                     , 19                    .

          /s/ Richard D. Relyea

Richard D. Relyea, Director

          /s/Dennis R. Latimer

Dennis R. Latimer, Director

          /s/ Dennis C. Henegar

Dennis C. Henegar, Director

EX-3.62 38 l18301aexv3w62.htm EXHIBIT 3.62

Exhibit 3.62

ARTICLES OF INCORPORATION
OF
EDUCARE COMMUNITY LIVING CORPORATION -
NORTH CAROLINA

     Pursuant to §55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purposes of forming a business corporation.

     1. The name of the corporation is: EduCare Community Living Corporation — North Carolina.

     2. The number of shares the corporation is authorized to issue is: 1,000,000.

     These shares shall be all of one class, designated as common stock.

     3. The street address and county of the initial registered office of the corporation is:

Name and Street: 225 Hillsboro Street
City, State, Zip Code: Raleigh, NC 27603
County: Wake

     4. The mailing address if different from the street address of the initial registered office is: N/A

     5. The name of the initial registered agent is: C T Corporation System.

     6. Any other provisions which the corporation elects to include are attached. N/A

     7. The name and address of each incorporator is as follows:

M. Blen Gee, Jr.
Johnson, Gamble, Mercer, Hearn & Vinegar
Post Office Box 1776
Raleigh, NC 27602
Wake County

     8. These articles will be effective upon filing.

     This the 16th day of April, 1991.

/s/ M. Blen Gee, Jr., Incorporator

     M. Blen Gee, Jr.

EX-3.63 39 l18301aexv3w63.htm EXHIBIT 3.63

Exhibit 3.63

THE BY-LAWS OF

EDUCARE COMMUNITY LIVING CORPORATION -

NORTH CAROLINA

Registered Agent:	C. T. Corporation System
Registered Office:	225 Hillsborough Street, Wake County, Raleigh, North Carolina
Effective Date:	April 17, 1991
Annual Meeting:	First Friday in the Month of March

ARTICLE I

MEETING OF SHAREHOLDERS

     Section 1. Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings. Special meetings of the shareholders may be called at any time by the President, a Vice President or one-third or more of the members of the Board of Directors, and it shall be. the duty of any of the foregoing officers and that of the Board of Directors to call forthwith such a meeting whenever the holders of record of one-third of the outstanding shares of the stock of the corporation entitled to vote shall so request in writing.

     Section 3. Place of Meeting. Annual meetings of the shareholders shall be held at the principal office of the corporation, unless some other convenient location is designated in the notice. Except as otherwise provided by statute, special meetings of shareholders may be held at any convenient location within the State of North Carolina as set forth in the notice.

     Unless otherwise provided, the principal office of the corporation shall be deemed to be at the following location:

9171 Capital of Texas Highway, North
Suite B-100,
Austin, Texas 78759

     Section 4. Notice of Meetings. Except as otherwise provided by statute, notice of each meeting of the shareholders, whether annual or special, shall be in writing and signed by the president, a vice president, the secretary, or their duly authorized representative.

     Such notice shall state the purpose or purposes for which the meeting is called and the time and place within the state

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where the meeting is to be held, and a copy thereof shall be served, either personally or by mail, upon each shareholder of record entitled to vote at such meeting, not less than five nor more than thirty days before the meeting. If mailed, such notice shall be directed to the shareholder at his address as it appears on the stock books of the corporation.

     Waiver of notice is encouraged, and legal notice need not be given if each shareholder shall waive notice in writing, in person or by his attorney, and the appearance of a shareholder at any meeting shall be sufficient evidence that he received proper notice, unless he shall file a protest during such meeting.

     Notice of any adjourned meeting of the shareholders need not be given.

     Section 5. Ouorum. Except as otherwise provided by statute, or by these by-laws, the presence in person or by proxy of holders of record of a majority of the stock then issued and outstanding and entitled to vote shall be necessary to constitute a quorum for the transaction of business. In the absence of a majority in interest of the shareholders entitled to vote present in person or by proxy, or if no shareholder entitled to vote is present in person or by proxy, any officer entitled to preside or act as secretary of such meeting, may adjourn the meeting from time to time for a period not exceeding thirty (30) days in any one case. At any such adjourned meeting at which a quorum shall be present, any business may be

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transacted which might have been transacted at the meeting as originally called, if a quorum had been there present.

     Section 6. Voting. At each meeting of the shareholders every holder of record of stock entitled to vote shall be entitled to one vote for every share of stock standing in his name on the books of the corporation and all questions, except as otherwise provided by statute, or by these by-laws, shall be determined by a majority of the votes so cast. Any shareholder entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder or his duly authorized attorney. Such instrument shall be exhibited to the secretary of the meeting and shall be filed with the records of the corporation.

ARTICLE II

BOARD OF DIRECTORS

     Section 1. General Powers. The property, affairs and business of the corporation shall be managed by the Board of Directors.

     Section 2. Number and Term of Office. The number of directors shall be not less than one or more than nine. Subject to the provisions of Section 6 and 7 of this Article II, the directors shall be elected annually at the annual meeting of the shareholders by plurality vote at such election. Each director shall continue in office until the annual meeting of

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shareholders held next after his election and until his successor shall have been elected and qualified, or until his death or until he shall resign or shall have become disqualified or shall have been removed in the manner hereinafter provided.

     Section 3. Time and Place of Meetings and Notice Thereof. The annual meeting of the Board of Directors may be held immediately after the annual meeting of the shareholders and if not then held shall be held within a reasonable time after the annual meeting of the shareholders, upon notice as hereinafter provided in this Section 3, and at such place, within or without the State of North Carolina, as may be specified in such notice of waiver of notice thereof.

     Notice of each meeting, except as otherwise provided in this Section 3, shall be mailed to each director, addressed to him at his residence or usual place of business at least two (2) days before the day on which the meeting is to be held, or shall be given to him at such place by radio, cable, telephone, or telegraph, or delivered personally, not later than the day before the day on which the meeting is to be held. Notice of any meeting for which is required need not be given to any director if waived by him in writing or by radio, cable, or telegraph. At any meeting at which every member of the Board of Directors shall be present, though held without notice, any business may be transacted which might have been transacted if the meeting had been called upon due notice.

     Section 4. Ouorum and Manner of Action. A majority of the directors at a meeting duly assembled shall be necessary to

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constitute a quorum for the transaction of business and, except as otherwise provided by statute or these by-laws, 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. In the absence of a quorum, a majority of the directors present at the time and place of any meeting, or if only one director be present, such director may adjourn the meeting from time to time until a quorum be present, and notice of any adjourned meeting need not be given.

     Section 5. Resignations. Any director may resign at any time by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time such resignation is received by the president or secretary of the corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

     Section 6. Removal of Directors. Any director may be removed from office, with or without cause, at any time by vote of the holders of a majority in interest of the outstanding share of stock entitled to vote, given at any special meeting of the shareholders called for that purpose. Any vacancy so created may be filled by a plurality of the votes of the shareholders entitled to vote given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 7 of this Article II.

     Section 7. Vacancies. If any vacancy or vacancies shall

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occur among the directors by death, resignation, disqualification, removal or otherwise, the remaining director or directors shall continue to act and subject to the provisions of Section 6 of this Article II, such vacancy may be filled by the vote of the majority of the remaining directors, although such majority is less than a quorum, or by the remaining director, if there be only one director remaining, and each of the directors so chosen shall hold office until the annual meeting held next after his election and until his successor shall have been duly elected and qualified, or until his death, or until he shall resign or shall have become disqualified or shall have been removed in the manner hereinabove provided. Any such vacancy may also be filled by a plurality of the votes of the shareholders entitled to vote given at any meeting held during the existence of such vacancy. An increase in the number of directors shall be deemed to create vacancies in the Board to be filled in the manner provided in this Section 7.

     Section 8. Executive Committee. The Board of Directors shall be authorized to designate an executive committee, composed of at least two directors who shall be authorized to exercise all of the authority contained in the resolution of the Board of Directors establishing said executive committee, but the designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors of responsibility imposed upon them by law.

ARTICLE III

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OFFICERS

     Section 1. Number of Officers. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and one or more assistant secretaries and assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of Article III.

     It shall not be necessary to appoint all of said. officers, and only a president and secretary are deemed mandatory.

     Any two offices or more may be held by one person, except the offices of president and secretary.

     Section 2. Election, Term of Office and Qualifications. Each officer, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article III, shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified or until his death or until he shall resign or shall have been disqualified or shall have been removed in the manner herein provided.

     Section 3. Subordinate Officers and Agents. The Board of Directors from time to time may appoint other officers or agents, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors from time to time may determine. The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officer or agent and to prescribe his respective

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authority and duties.

     Section 4. Removal. The officers specifically designated in Section 1 of this Article III may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors at a special meeting of the Board called for that purpose. The officers appointed in accordance with the provisions of Section 3 of this Article III may be removed, either with or without cause, by the Board of Directors, by a majority vote of the directors present at any meeting, or by any officer or agent upon whom such power of removal may be conferred by the Board of Directors.

     Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the president or secretary of the corporation, or if he was appointed by an officer or agent in accordance with Section 3 of this Article III, by giving written notice to the officer or agent who appointed him. Any such resignation shall take effect upon its being accepted by the Board of Directors or by the officer or agent appointing the person so resigning.

     Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, or disqualification, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these by-laws for regular appointments or elections of such offices.

     Section 7. President. The president shall be the chief executive officer of the corporation, and, subject to the instructions of the Board of Directors, shall have general

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charge of the business, affairs, and property of the corporation and control over its other officers, agents and employees. He shall preside at all meetings of the shareholders and of the Board of Directors at which he may be present. The president shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

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     Section 8. Vice President. At the request of the president, or in his absence or disability, the 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. The vice president shall perform such other duties and have such authority as from time to time may be assigned to him by the Board of Directors.

     Section 9. Secretary. The secretary shall keep the minutes of the meetings of shareholders and of the Board of Directors, and shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law. He shall be custodian of the records, books, reports, statements, certificates and other documents of the corporation and of the seal of the corporation, and see that the seal is affixed to all stock certificates prior to their issuance and to all documents requiring such seal. In general, he shall perform all duties and possess all authority incident to the office of secretary, and he shall perform such other duties and have such other authority as from time to time may be assigned to him by the Board of Directors.

     Section 10. Treasurer. The treasurer shall have supervision over the funds, securities, receipts and disbursements of the corporation. He shall in general perform all duties and have all authority incident to the office of treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted to him by the Board of Directors. He may be required to give bond for the faithful

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performance of his duties in such form and amount as the Board of Directors may determine.

     Section 11. Assistant Secretary and Assistant Treasurer. There may be one or more assistant secretaries and assistant treasurers who shall have the same authority, as imposed upon the secretary and the treasurer, but subject to such limitation as shall be established by the Board of Directors or by the superior officer responsible for said person.

     Section 12. Duties of Officers May Be Deleqated. In case of the absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director for the time being provided a majority of the entire Board of Directors concur therein.

ARTICLE IV

CAPITAL STOCK

     Section 1. Certificates of Stock. Each holder of capital stock of the corporation shall be entitled to a certificate signed by the president and the secretary, a record of which shall be kept by the secretary. No stock shall be transferrable except upon the books of the corporation, upon the surrender and cancellation of the outstanding certificates, except that lost or destroyed certificates may be reissued in such manner as the Board of Directors shall specify.

     Section 2. Stock Books. The stock books shall be the only evidence as to who are the shareholders of the corporation. For

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convenience, a stock record may be included as a portion of the corporate minute book.

     Section 3. Restrictions on Transfer of Shares.

     (a) Before any stock in this corporation may be sold, alienated, pledged, transferred or otherwise disposed of, the owner thereof shall first give written notice to the Board of Directors and then, in such event, the corporation or the remaining shareholders shall have the option to purchase the stock or any part of it at its. appraised value determined by three appraisers who shall be chosen as follows: one by the seller, one by the Board of Directors, and the third by the two so chosen. Said option shall be exercisable within thirty (30) days after the report of said appraisers and in the event that it is not exercised, the seller shall have the right to dispose of the stock as he sees fit, but the buyer shall take subject to the same restrictions. In any case where the remaining shareholders may exercise the right of purchase, the stock shall be pro-rated among them or such of them as desire to purchase. The restrictions hereby imposed upon the sale or transfer of shares shall apply to all shares of stock of this corporation whensoever, howsoever or by whomsoever acquired, in the hands of all holders or owners, whether original shareholders or subsequent purchasers or transferees, and whether acquired through the voluntary or involuntary act of a shareholder or by operation of law and no stock shall be transferred on the books of the company unless and until the conditions herein are complied with; except, however, these restrictions shall not

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apply to the transfer of the stock of a deceased shareholder to the surviving spouse and/or children of such shareholder by will or intestate distribution.

     (b) In the event that the holders of all of the issued and outstanding shares of the corporation shall enter into a shareholders’ agreement containing provisions concerning the transfer and purchase or repurchase of shares, then such agreement shall be incorporated herein by reference and shall be controlling as to such provisions in the event of any conflict with the terms of these by-laws. A copy of any such agreement shall be kept on file with the books and records of the corporation.

     (c) Every certificate of stock of this corporation, now or hereafter issued, shall have printed thereon the restrictions on transfers set forth in paragraph (a) of this section, or a provision giving notice thereof.

ARTICLE V

AMENDMENTS

     Section 1. Amendments by Shareholders and Directors. The by-laws may be amended or repealed either by the shareholders or by the Board of Directors but

     (1) No by-law adopted or amended by the shareholders shall be altered or repealed by the Board of Directors;

     (2) No by-laws shall be adopted by the Board of Directors which shall require more than a majority of the_. voting shares

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for a quorum at a meeting of the shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law;

     (3) No by-law authorizing compensation of officers measured by the amount of the corporation’s income or volume of business shall be valid after five (5) years from its adoption unless renewed by the vote of the holders of a majority of the outstanding stock regardless of limitation on voting rights.

     Any by-law made by the Board of Directors shall be adopted by an affirmative vote of a majority of the directors then holding office and any by-law made by the shareholders shall, except as otherwise provided in paragraph (3) of this Article, be adopted by the affirmative vote of the shareholders entitled to exercise a majority of the voting power of the corporation.

ARTICLE VI

INDEMNIFICATION

     The corporation shall, to the full extent permitted by law, indemnify every officer or director, and their heirs and personal representatives of their estates, against expenses reasonably incurred by them in connection with any action, suit or proceeding to which they may be made a party by reason of their being or having been an officer or director of the corporation, except in relation to such matters as they may be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such

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     matters covered by the settlement as to which the corporation is advised by its counsel that the person to be indemnified did not commit a breach of such duty. The foregoing right of indemnification shall be in addition to and not. exclusive of any other rights to which such officers and directors may be entitled.

          /s/ Dennis C. Henegar

Dennis C. Henegar, Secretary

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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
EDUCARE COMMUNITY LIVING CORPORATION-NORTH CAROLINA

     The undersigned being all of the members of the Board of Directors of EDUCARE COMMUNITY LIVING CORPORATION-NORTH CAROLINA (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution effective as of October 22, 2004.

WHEREAS, the Board of Directors has determined that the bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article I, Section 1 of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

     Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

/s/ Ronald G. Geary

          Ronald G. Geary

/s/ Ralph G. Gronefeld, Jr.

          Ralph G. Gronefeld, Jr.

/s/ Katherine W. Gilchrist

          Katherine W. Gilchrist

/s/ Allen Marchetti

          Allen Marchetti

EX-3.64 40 l18301aexv3w64.htm EXHIBIT 3.64

Exhibit 3.64

ARTICLES OF INCORPORATION

EDUCARE COMMUNITY LIVING CORPORATION-TEXAS

     The undersigned James M. Martin, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, hereby adopts the following Articles of Incorporation for the corporation.

ARTICLE ONE

     The name of the corporation is EduCare Community Living Corporation-Texas.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may ‘be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

     The aggregate number of shares that the corporation shall have authority to issue is 10,000 shares of the par value of $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 consisting of money, labor done, or property actually received.

ARTICLE SIX

     The street address of its initial registered office is 707 West Tenth Street, Austin, Texas 78701, and the name of its initial registered agent at that address is James M. Martin.

ARTICLE SEVEN

     The number of Directors constituting the initial Board of Directors is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Robert K. Conkright	Warren T. Watford
11909 Arabian Trail	1408 Brighton Lane
Austin, Texas 78759	Austin, Texas 78723
James C. Pace	David P. French
207 Mill Street	8100 Hickory Creek Drive
San Marcos, Texas 78666	Austin, Texas 78735

ARTICLE EIGHT

The name and address of the incorporator is:

James M. Martin

707 West Tenth Street

Austin, Texas 78701

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this 19th day of June, 1986.

/s/ James M. Martin

James M. Martin

VERIFICATION

THE STATE OF TEXAS	X
	X
COUNTY OF TRAVIS	X

     BEFORE ME, a notary public, on this day personally appeared James M. Martin, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements contained therein are true and correct.

     Given under my hand and seal this 19th day of June, 1986.

/s/ Melinda Goff

Notary Public State of Texas

(name printed)

Printed Name of Notary

My commission expires: 11/1/89

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

     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 W.P.C. Development, Inc.

ARTICLE TWO

     The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on April 27, 1988. The amendment alters or changes Article One of the original or amended Articles of Incorporation and Article One is amended to read as follows:

“The name of the corporation is Educare Community Living Corporation — Texas.”

ARTICLE THREE

     The number of shares of the corporation outstanding at the time of such adoption was 10,000; and the number of shares entitled to vote thereon was 10,000.

ARTICLE FOUR

     The holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing adapting said amendment.

ARTICLE FIVE

     The manner in which any exchange, reclassification or cancellation of issued shares^, provided for in the amendment shall be effected, is as follows: stock certificates bearing the previous corporate name shall be exchanged for stock certificates for an equal number of shares bearing the name as amended hereby.

Educare Community Living

Corporation — Texas

(previously named W.P.C.

Development, Inc.)

By:	/s/ Randall B. Stevens
	Randall B. Stevens, President

	(name printed)
By:	/s/ Richard D. Relyea
	Richard D. Relyea, Secretary
	(name printed)

STATE OF TEXAS

COUNTY OF TRAVIS

     BEFORE ME, notary public, on this day personally appeared Randall B. Stevens, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.

     GIVEN under my hand and seal of office this 28th day of April, A.D., 1988.

/s/ Kathryn Tomison

Notary Public — STATE OF TEXAS

My commission expires: 10/4/88

(name printed)

Printed Name of Notary

(Notarial Seal)

STATE OF TEXAS

COUNTY OF TRAVIS

     BEFORE ME, notary public, on this day personally appeared Richard D. Relyea, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.

     GIVEN under my hand and seal of office this 28th day of April, A.D., 1988.

	/s/ Kathryn Tomison
	Notary Public — STATE OF TEXAS
	My commission expires: 10/14/88
	(name printed)
	Printed Name of Notary
(Notarial Seal)

EX-3.65 41 l18301aexv3w65.htm EXHIBIT 3.65

Exhibit 3.65

SECOND AMENDED
BYLAWS
EDUCARE COMMUNITY LIVING CORPORATION-TEXAS

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas Avenue, Houston, Texas 77002, and the name of the registered agent of the corporation is C T Corporation System.

*Amended November 1, 1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.

*Amended January 30,1995

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more

Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the

Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

*Amended August, 1996

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in

Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

     Adopted by the Board of Directors this 16th day of August, 1996.

/s/      Dennis Latimer, Director Dennis Latimer, Director

/s/      Dennis Henegar, Director Dennis Henegar, Director

EX-3.66 42 l18301aexv3w66.htm EXHIBIT 3.66

Exhibit 3.66

AGREEMENT OF LIMITED PARTNERSHIP

OF

TEXAS COMMUNITY ALTERNATIVES LIMITED PARTNERSHIP

AGREEMENT OF LIMITED PARTNERSHIP OF TEXAS COMMUNITY ALTERNATIVES LIMITED PARTNERSHIP dated as of May 1, 1998, among Community Alternatives Texas Partner, Inc. (General Partner) and Texas Home Management, Inc. and Normal Life of North Texas, Inc. (Limited Partners) (herein called the “Partners”, which term shall include any persons hereafter admitted to the Partnership and shall exclude any persons who cease to be Partners).

WHEREAS, the Partners wish to form a limited partnership (the “Partnership”) pursuant to the terms and provisions of this Agreement of Limited Partnership (the “Agreement”) and in accordance with the statutes and laws of the Commonwealth of Kentucky relating to partnerships;

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

GENERAL PROVISIONS

SECTION 1.01 Partnership Name. The name of the Partnership is Texas Community Alternatives Limited Partnership, and its business shall be conducted under the name of Texas Community Alternatives Limited Partnership.

SECTION 1.02 Principal Place of Business. The principal place of business of the Partnership shall be located at 10140 Linn Station Road, Louisville, Kentucky, 40223. The location of the principal office may be changed to such other place and the Partnership may have such other offices and places of business wherever located as the General Partner may, from time to time, determine.

SECTION 1.03 Agent for Service of Process. The agent for service of process for the Partnership shall be CT Corporation System having a business address at 1511 Kentucky Home Life Building, Louisville, Kentucky 40202, or such other person or corporation as may be designated by the General Partner and appropriately qualified to serve.

SECTION 1.04 Effective Date; Duration. The Partnership shall begin on the date of this Agreement and shall continue thereafter until April 30, 2048, unless voluntarily dissolved sooner upon the written consent of all Partners.

SECTION 1.05 Purpose of the Partnership. The Partnership is organized for the purpose of engaging in and conducting any lawful business permitted by the laws of the Commonwealth of Kentucky applicable to partnerships.

SECTION 1.06 Partnership Property. All property owned by the Partnership shall be held in the name of the Partnership (or in the name of a nominee for the Partnership) and not in the names of the individual Partners, and no Partner shall have any individual ownership rights in such property except for property rights as a Partner.

SECTION 1.07 Reliance by Third Parties. Persons dealing with the Partnership are entitled to rely conclusively upon the power and authority of the General Partner as herein set forth.

SECTION 1.08 Management of Partnership. The General Partner will manage the Partnership and maintain its books and records. Limited Partners will not manage the business of the Partnership nor assist in its management. No Limited Partner will:

          a. act as agent for the Partnership or have the right to bind the Partnership;

          b. sign or issue checks, promissory notes, or other commercial paper or documents of indebtedness on the Partnership’s behalf; or

          c. receive any salary or other compensation from the Partnership other than to share in its profits or losses as set forth in this Agreement.

ARTICLE H

THE PARTNERS

SECTION 2.01 Schedule of Partners. The names and addresses of all the Partners, the respective amounts that they shall be obligated to contribute to the capital of the Partnership (“Capital Contributions”) and their respective Partnership Percentages (“Partnership Percentages”) shall be set forth in Schedule I, which shall be filed with the records of the Partnership and which may be amended from time to time by the Partners.

SECTION 2.02 Liability of Limited Partners. The Limited Partners of the Partnership are those Limited Partners identified on Schedule I (as said Schedule I may be amended with respect to the admission of additional Partners or withdrawal of any Partners) and their Initial Capital Contributions are set forth on that Schedule. The Limited Partners hereby further agree to contribute all of their tangible and intangible assets associated with the ICF/MR group homes listed on Schedule I at such time as the Partnership has received a license to operate such homes from the Texas Department of Mental Health and Mental Retardation. Normal Life of North Texas, Inc. further agrees to contribute all of its tangible and intangible assets associated with its operations of Home and Community-based Services (HCS) at such time as the Partnership has received a license to operate HCS services from the applicable state agency. After such contribution, no Limited Partner shall have any further liability to contribute to, or in respect of, the liabilities or the obligations of the Partnership. In no event shall the Limited Partners be personally liable for any obligations of the Partnership. No Limited Partner, in its capacity as Limited Partner, shall have or exercise any rights in connection with the management of the Partnership or its business nor shall it take any part in the conduct or control of the Partnership’s business.

2

SECTION 2.03 General Partner as Limited Partner. The General Partner may also hold an interest in the Partnership as a Limited Partner.

SECTION 2.04 Admission of New Partners. No new General or Limited Partners will be admitted to the Partnership without the written consent of all General Partners and Limited Partners as to both a General or a Limited Partner’s admission and the terms on which a new General or Limited Partner is admitted.

SECTION 2.05 No Sale of, Assignment of, or Granting Lien on Partnership Interest by a Partner. Without the written consent of all General Partners and Limited Partners, no General Partner shall assign, mortgage, or give a security interest in General Partner’s Partnership interest, and no Limited Partner may assign Limited Partner’s interest in Partnership or substitute a third party in Limited Partner’s stead as a new Limited Partner. Notwithstanding any other provision of this Agreement, the Partners may, without the consent of any other partner, pledge their interests in the Partnership to PNC Bank Kentucky, Inc. as Administrative Bank under the Revolving Credit Facility of the Partners’ parent company, Res-Care, Inc., to which the Partners are also party.

ARTICLE III

PARTNERSHIP PERCENTAGES; ACCOUNTING

SECTION 3.01 Capital Contributions. The original capital of the Partnership shall be the amount payable by the Partners, set forth in Schedule 1, and the amounts of each Partner’s Capital Contribution shall be set forth in Schedule I as it may be amended from time to time opposite each Partner’s name.

If, at any time prior to the dissolution of the Partnership, additional capital shall be required to carry on the objects of the Partnership as determined by the General Partner, the additional capital shall be contributed by the Limited Partners in the proportions of their respective Pro-Rata Shares, as defined in this Agreement, then in effect, and Schedule I shall be amended to reflect the increase in Capital Contributions of each Limited Partner. Upon the admission of any new Partner to the Partnership pursuant to Section 2.05, Schedule I shall be amended to reflect the Capital Contributions of such Partner. The Capital Contributions of the Partners and the amounts set forth opposite their names on Schedule I as amended from time to time shall be deemed for all purposes of this Agreement to be the respective Capital Contributions of the Partners.

No interest shall be paid on any capital contributed by the Partners and no Partner shall be entitled to withdraw any amount representing such Partner’s interest in such Partner’s Capital Contribution at any time or to the return of any such amount, except to the extent of such Partner’s participation in Partnership distributions in reduction of Partnership capital, if any, as provided in this Agreement and except as provided by law. The General Partner shall not be liable for the return of Capital.

SECTION 3.02 Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date of this Agreement a capital account (the “Capital Account”), which

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shall be an amount equal to such Partner’s Capital Contribution which actually has been paid to the Partnership.

It is the intention of the Partners that such Capital Account be maintained in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv), and this Agreement shall be so construed. Accordingly, such Capital Account shall initially be credited with the amount of the initial capital contribution of the Partner (as set forth in Schedule I hereof), which in the case of any property shall be based upon its fair market value (net of any liabilities assumed by the Partnership or to which such property is subject), and thereafter shall be increased by (i) any cash or the fair market value of any property contributed by it (net of any liabilities assumed by the Partnership or to which the contributed property is subject); (ii) the amount of all net income (whether or not exempt from tax) and gain allocated to it pursuant to this Agreement; and (iii) any positive adjustment to basis required by section 50(c) of the Internal Revenue Code of 1986, as amended (including expenditures described in section 705(a)(2)(B) of the Code, or treated as such an expenditure by reason of Treas. Reg. § 1.704I (b)(2)(iv)(h)(i)), (y) the amount of cash, and the fair market value of property (net of any liabilities assumed by such Partner or to which the distributed property is subject) distributed to it pursuant to this Agreement, and (z) any negative adjustment to basis required by section 50(c) of the Code.

SECTION 3.03 Partnership Books and Records. The General Partner shall cause to be kept Partnership books of account in accordance with generally accepted accounting principles and will prepare an income statement and balance sheet for each fiscal year. The books and supporting records will be maintained at Partnership’s principal office and together with the income statements and balance sheet prepared by the General Partner will be examined by certified public accountants at least annually in conjunction with the annual audit of Res-Care, Inc. and its subsidiaries. Partnership’s fiscal year shall be the calendar year. These financial statements shall be binding upon General and Limited Partners as to income or losses and the balances in General and Limited Partners’ income and capital accounts.

SECTION 3.04 Bank Accounts. The bank accounts of the Partnership shall be maintained in such banking institution(s) as shall be approved by the General Partner, and withdrawals shall be made only in the regular course of business on such signature or signatures as. shall be approved by the General Partner.

SECTION 3.05 Allocation of Profits or Losses. The net profits or net losses of the Partnership (including profits and losses from operations, gains and losses from sale or other disposition of Partnership property and assets and all other items of profit and loss whatsoever) for each fiscal year shall be allocated among the Partners in the proportions that the value of their respective Capital Contributions bear to the aggregate value of the assets held by the Partnership for such fiscal year (“Pro-Rata Share”).

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

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     Notwithstanding the provisions of this section, Limited Partners will not be liable for any Partnership debts or losses beyond the amounts to be contributed by them pursuant to section 3.01 of this Agreements.

     With respect to any property contributed to the Partnership by a Partner, income, gain, loss, and deduction with respect to such property shall be allocated solely for federal income tax purposes among the Partners. in accordance with section 704(c) of the Code and the Regulations promulgated thereunder so as to take into account any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and the fair market value of such property at the time of such contribution and to take into account any gain or loss recognized by a contributing Partner with respect to any distribution of such property by the Partnership.

ARTICLE IV

WITHDRAWALS AND DISTRIBUTIONS OF CAPITAL

SECTION 4.01 Loans and Withdrawals in General. A Partner shall be entitled to borrow or withdraw any amount from the Partnership only with the approval of the General Partner. If the General Partner or the Limited Partners shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital account of the lending Partner or entitle such lending Partner to any increase in his share of the distributions of the Partnership, or entitle or subject such lending Partner to any greater proportion of the profits, gains, or losses which the Partnership may sustain.

SECTION 4.02 Distribution of Partnership Funds. All Partnership funds available for distribution shall, after the establishment of reasonable reserves such as may be approved by the General Partner, be distributed and applied, with such frequency as determined by the General Partner, in the following priority:

     a. first, pro rata to repay Capital Contributions; and

     b. second, to the Partners according to their respective Pro-Rata Shares.

     Partnership funds required to be distributed under this section 4.02 shall be distributed to the Partners within thirty days, or such longer period as is reasonably required, after the close of each fiscal year (or at such more frequent intervals as shall be approved by the General Partner) commencing with the first complete fiscal year ending after the date of this Agreement, unless the General Partner determines that distributions can be made prior to that time.

ARTICLE V

DISSOLUTION; WINDING-UP

SECTION 5.01 Dissolution. The Partnership shall be dissolved as to all Partners on a date specified in any decree of court or as determined by the Partners in accordance with section 1.04,

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and the Partnership shall be wound-up and liquidated thereafter as promptly as practicable in accordance with law and the following provisions. Upon dissolution occasioned other than pursuant to a decree of court, the affairs of the Partnership shall be wound-up jointly by the Partners. Upon dissolution and liquidation, a full and general account of the assets and liabilities of the Partnership and the capital account of the Partners shall be taken and the assets of the Partnership shall be applied in the following order of priority:

     a. first, in discharge of (i) claims of creditors of the Partnership who are not Partners, and (ii) all expenses of liquidation; in the event the Partnership’s obligation to make any such payment shall be subject to a contingency, the amount thereof shall be reserved until such contingency shall cease to exist and thereafter shall be applied in accordance with this section 5.01;

     b. second, to the pro rata payment of all claims of Partners for advances to the Partnership; provided, however, that this clause shall not be construed to include any repayment of any Partner’s Capital Contribution or any Partner’s capital account balance; and

     c. finally, any remaining surplus shall be distributed to the Partners in the same proportion, as to each Partner, as the amounts of their respective Capital Accounts.

SECTION 5.02 Winding-Up. In winding-up the affairs of the Partnership, subject to satisfying the requirements of clauses (a) and (b) of section 5.01, the General Partner may determine to distribute in kind any and all properties of the Partnership that are suitable or legal for distribution in kind and shall take action to liquidate all other assets as promptly as practicable. All assets which are to be liquidated may be sold at public or private sale and any Partner may purchase such assets at such date.

ARTICLE VI

MISCELLANEOUS

SECTION 6.01 Filings. The General Partner shall promptly cause to be filed, recorded and published such statements of fictitious business name and other notices, certificates, statements, or other instruments required by any provision of any applicable law of the Untied States or any state or other jurisdiction which governs the formation of the Partnership or the conduct of its business from time to time.

SECTION 6.02 Amendments. This Agreement shall not be amended except by an instrument in writing, executed by all Partners.

SECTION 6.03 Successors; Counterparts. This Agreement:

     a. shall be binding on the successors and permitted assigns of the Partners; and

     b. may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart as of the day and year first above written.

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SECTION 6.04 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Agreement shall be invalid or unenforceable under said law or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of any applicable law, and, in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions.

SECTION 6.05 Notices. All notices that are required to be given in writing hereunder, shall be deemed to have been duly given if delivered personally to the recipient Partner or mailed, first class registered mail with postage pre-paid, return receipt requested, to such Partner at its address set forth in Schedule I or at such other address or addresses as such Partner shall have notified the other Partners.

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EX-3.67 43 l18301aexv3w67.htm EXHIBIT 3.67

Exhibit 3.67

The State of Ohio

Certificate

Of filing ARN MIS EMPLOY-ABILIIY UNLIMITED, INC,

ARTICLES OF INCORPORATION

OF
EMPLOY-ABILITY UNLIMITED, INC.

     The undersigned, or purposes of forming a nonprofit corporation in accordance with Chapter 1702 of the Ohio Revised Code, does hereby stale the following:

1.	NAME:	The name of the Corporation shall be Employ-Ability Unlimited, Inc.
2.	PLACE OF OFFICE:	The place in Ohio where the principal office of the Corporation of the Corporation is to be located shall be the City of Columbus (Franklin County).
3.	PURPOSE:	The purpose for which the Corporation is formed shall be:
		To be organized exclusively for charitable purposes as set forth in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”).
		To operate exclusively for provided employment opportunities for persons with mental disability and other similar problems.
		To engage in any lawful act, activity or business not contrary to and for which a nonprofit corporation may be formed under Chapter 1702 of the laws of the State of Ohio, and to have and exercise all powers conferred by the laws of the State of Ohio on nonprofit corporations.
4.	RESTRICTIONS:	No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Trustees, officers or other private person, except that the Corporation shall be authorized to pay reasonable compensation for services rendered, to make payment in furtherance of the purposes of the Corporation and to make distributions to its members as authorized by Chapter 1702 of the Ohio Revised Code. No substantial part of the activities of the Corporation shall be for carrying on propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code of 1986 (or any corresponding provision of any future United States internal revenue law, collectively referred to as the “Code”). The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.

		Notwithstanding anything to the contrary in these Articles of Incorporation, the Corporation may not engage in any activity which is not permitted to be engaged in by an organization exempt from federal income tax under Section 501(c)(3) of the Code.
5.	MEMBERS:	The sole member of the Corporation shall be
		VOCA Corporation
		The members of the Corporation may be a corporation whether profit or nonprofit, provided such members otherwise qualify as a member.
6.	TRUSTEES:	The Corporation shall be controlled and managed under the direction of a Board of Trustees. The names and addresses of persons who will serve as the initial Trustees of the Corporation are:

Donald A. Bradshaw

5555 Parkcenter Circle, Suite 200

Dublin, Ohio 43017

Anne M. Sturtz

5555 Parkcenter Circle, Suite 200

Dublin, Ohio 43017

Kevin H. King

5555 Parkcenter Circle. Suite 200

Dublin, Ohio 43017

7.	AMENDMENTS:	Any provision of these Articles of incorporation may be amended by the affirmative vote or a majority of the members of the Corporation at any meeting at which a quorum Is present, provided that such amendment shall be consistent with the applicable provisions of Chapter 1702 of the Ohio Revised Code.
8.	CERTAIN TRANSACTIONS:	No contract or other transaction shall be void or voidable with respect to this Corporation for the reason that it is between the Corporation and one or more of its Trustees or officers, or between the Corporation and any other person in which one or more of its trustees or officers are directors, trustees or officers, or have a financial or personal interest or for the reason that one or more interested Trustees or officers participate in or vote at the meeting of the “Trustees or a committee thereof which authorizes such contract or transaction; provided, however, that any such contract or other transaction shall be consistent with the

applicable provisions of Chapter 1702 of the Ohio Revised Code; and provided further that the material facts of the relationship or interest as to the contract or transaction are disclosed or known to the Trustees or applicable committee of the Trustees and the Trustees or committee, in good faith reasonably justified by such facts, authorized the contract or transaction by the affirmative vote of a majority of the disinterested Trustees, even though the disinterested Trustees constitute less than a quorum. The interested Trustees may be counted in determining the presence of a quorum in a meeting of the Trustees or of a committee thereof which authorized the contract or transaction.

DISSOLUTION

Upon the dissolution of the Corporation, any assets remaining shall be conveyed to such organization or organizations as shall be selected by the affirmative vote of a majority of the Board of Trustees, provided, however, that such organization or organizations shall be exempt from federal income taxation under Section 501(c)(3) of the Code.

          /s/ John W. Cook III

John W. Cook, III

Incorporator

ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being the Incorporator of Employ-Ability Unlimited. Inc. hereby appoints OSAC, Inc. an Ohio corporation authorized to serve as statutory agent, as agent upon whom process, notice or demand required or permitted by statute upon the Corporation way be served.

Its address is	100 South Third Street
	Columbus, Ohio .13215
	(Franklin County)

          /s/ John W. Cook III

John W Cook, III Incorporator

Date: April 30, 1996

AGENT ACCEPTANCE

     The undersigned hereby accepts appointment as agent upon whom process, notice or demand required or permitted by statute may be served,

OSAC, Inc.

The State of Ohio

Certificate

of filing ARN MIS TIC CHP

EMPLOY-ABILITY UNLIMITED, INC,

CERTIFICATE OF AMENDMENT TO ARTICLES OF

EMPLOY-ABILITY UNLIMITED, INC.	939794
	(Charter Number)

Donald E. Bradshaw, who is President and Anne M. Sturtz is Secretary of the above named Ohio corporation organized not for profit does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

X In a writing signed by all of the members who would be entitled to notice of a meeting or such other proportion not less than a majority as the articles of regulations permit, the following resolution of amendment was adopted:

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf oil the corporation, have hereto subscribed their names this 3rd day of March, 1997.

By	/s/ Donald E. Bradshaw	By	/s/ Anne M. Sturtz
	President		Secretary

FIRST AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
EMPLOY-ABILITY UNLIMITED,

     The undersigned, for purposes of amending the Articles of Incorporation of Employ-Ability Unlimited, Inc., art Ohio nonprofit corporation, do hereby state the following:

     That the Articles of Incorporation for Employ-Ability Unlimited, originally filed with the Ohio Secretary of State on April 30,1996, are hereby amended only with respect to the section described below:

3.	PURPOSE	The purposes for which the Corporation is formed shall be:
		To be organized exclusively for charitable purposes as set forth in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute “the Code”);
		To operate for providing employment opportunities for persons with mental retardation and other developmental disabilities;
		To provide housing opportunities for persons with mental retardation and other developmental disabilities;
		To engage in any lawful act, activity or business not contrary to and for which a nonprofit corporation may be formed under Chapter 1702 of the laws of the State of Ohio, and to have and exercise all powers conferred by the laws of the State of Ohio on nonprofit corporations.

     Be it resolved, that the sole member of the Corporation, VOCA Corporation, has adopted the Amendment to the Articles of Incorporation of Employ-Ability Unlimited, Inc. with respect to the above section this 3^rd of March, 1997, which shall supersede all sections relating to the Purpose of the Corporation, that have been previously filed.

VOCA Corporation
By:	/s/ Raymond H. Hayes
	Raymond H. Hayes, President

By:	/s/ Anne M. Sturtz
	Anne M. Sturtz, Secretary

As to the signature of Raymond H. Hayes:

     Raymond H. Hayes, being personally known to me, appeared and subscribed the above Amendment to the Articles of Incorporation of Employ-Ability Unlimited, Inc., in my presence this 3^rd day of March, 1997.

/s/ Kathryn H. Bell

Notary

As to the signature of Anne M. Sturtz:

     Anne M. Sturtz, being personally known to me, appeared and subscribed the above Amendment to the Articles of Incorporation of Employ-Ability Unlimited, Inc., in my presence this 3^rd day of March, 1997.

/s/ Kathryn H. Bell

Notary

EX-3.68 44 l18301aexv3w68.htm EXHIBIT 3.68

Exhibit 3.68

CODE OF REGULATIONS
OF
EMPLOY-ABILITY UNLIMITED, INC.

ARTICLE I

Members

Section 1.01 -Members

The sole member of this Corporation shall be those persons (including any corporation, whether profit or nonprofit) who is:

VOCA Corporation

Section 1.02 — Meetings

(a)	The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect dir- ors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.
(b)	Regular meetings of the members may be held at such periodic intervals between annual meetings and at such time as the Board of Trustees may specify.
(c)	Special meetings of the members may be called by the Chairman, if any, the President, any Vice President, a majority of the Board of Trustees or by fifty percent (50%) of the members.

Section 1.03 — Place of Meetings

Meetings of the members may be held at any place within or without the State of Ohio. If no designation is made, the place of the meeting shall be the principal office of the Corporation in the State of Ohio.

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Section 1.04 — Notice of Meeting

(a)	Each member shall furnish the Secretary with an address to which notices of meetings and other notices or correspondence may be addressed.
(b)	Written notice of the time and place of each meeting shall be given to each member either by personal delivery, or by mail, telegram or cable at least ten (10) but not more than sixty (60) days before each meeting.
(c)	The Secretary shall, upon the written request of any person or persons entitled to call a meeting of the members, deliver notice of such meeting to the members. If the Secretary refuses the request, the person or persons entitled to call a meeting of the members may give written notice to the members in the manner provided in this section.
(d)	Every notice of a special meeting of the members must state briefly the purpose specified by the person or persons calling such meeting. Any business other than that stated in the notice shall be taken up at such special meeting only with the unanimous written consent of the members.
(e)	Any member may waive notice of the time and place of any meeting of the members, either before or after the holding of the meeting.

Section 1.05 — Quorum and Manner of Action

(a)	A majority of the members shall constitute quorum for the transaction of business at any meeting of the members.
(b)	In the absence of a quorum at any meeting of the members, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given.
(c)	The act of a majority of the members present at a meeting at which a quorum is present shall authorize any action by the Corporation, unless a greater number is required by the Articles of Incorporation or this Code of Regulations.

Section 1.06 — Action Without Meeting

(a)	Any action which may be authorized or taken at a meeting of the members, may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all of the members.
(b)	Any such writings shall be filed with or entered upon the records of the Corporation.

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Section 1.07 -Voting

(a)	Each member shall be entitled, in person or by proxy, to one vote on each matter to be voted upon by the members, except that each member may vote for the number of Trustees to be elected by the member; provided, however, such member may not cumulate his or her votes for any one or more Trustees.
(b)	At any meeting of the members, any member who is entitled to attend and to execute consents or waivers, may be represented at such meeting, and execute such consents or waivers, and exercise any of his or her other rights, by proxy or proxies appointed by a writing signed by such person.

ARTICLE II

Board of Trustees

Section 2.01 — General Powers

The powers of the Corporation shall be exercised, its business and affairs conducted, and its property managed under the direction of the Board of Trustees, except as otherwise provided by the law of the State of Ohio, by the Articles of Incorporation, or by this Code of Regulations.

Section 2.02 — Bylaws

The Trustees may adopt Bylaws to govern its own proceedings so long as the Bylaws are consistent with the laws of the State of Ohio, the Articles of Incorporation and this Code of Regulations.

Section 2.03 — Number

(a)	The Board of Trustees shall consist of not less than three (3) nor more than fifteen (15) Trustees.
(b)	Without amendment to this Code of Regulations, the number of Trustees may be fixed or changed by resolution of the Board of Trustees.
(c)	No reduction of the number of Trustees shall have the effect of removing any Trustee prior to the expiration of his or her term of office.

Section 2.04 — Classification and Term

(a) Unless the Trustees are divided into classes as provided in paragraph (b), the terms of office of each Trustee shall be until the adjournment of the next

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succeeding annual meeting of the members, or an action in lieu thereof, or until a successor is elected as Trustee.

(b)

Without amendment to this Code of Regulations, the Trustees may be divided, by resolution of the members, into two (2) or three (3) classes with each class to consist of two (2) or such larger number of Trustees as the members shall determine. Each class shall be designated consecutively as Class 1, Class 11, and Class III, if any. All classes shall be initially elected at the annual meeting of the members coinciding with or next following adoption of the resolution classifying Trustees, and the initial term of office of each class shall be as follows: Class I shall be until the first such succeeding annual meeting; Class II shall be until the second such succeeding annual meeting; and Class III, if any, shall be until the third such succeeding annual meeting. Thereafter, the term of office of each class shall be until the second, or, if three (3) classes, the third annual meeting, or an action in lieu thereof, after the initial term of that class. Each Trustee of each class shall hold office until a successor is elected as Trustee.

Section 2.05 — Meetings

(a)	An annual meeting of the Board of Trustees for the consideration of reports and for such other business as may be brought before the meeting shall be held at such time on the first Monday of the fourth month of the fiscal year of the Corporation or on such other date as may be specified by the Trustees.
(b)	Regular meetings of the Board of Trustees may be held at such periodic intervals between annual meetings and at such time as the Trustees may specify.
(c)	Special meetings of the Board of Trustees may be called by the Chairman, if any, the President, any Vice President, or any two (2) Trustees.

Section 2.06 — Place of Meeting and Electronic Meetings

(a)	Meetings of the Board of Trustees may be held at any place within or without the State of Ohio. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State of Ohio.
(b)	Notwithstanding anything to the contrary, any meeting of the Board of Trustees may be held through any electronic communication pursuant to which each Trustee is able to hear each other Trustee participating or in any other manner permitted under the laws of the State of Ohio and such participation shall constitute attendance at such meeting.

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Section 2.07 — Notice of Meeting

(a)	Written notice of the time and place of each meeting of the Board of Trustees shall be given each Trustee either by personal delivery or by mail, telegram, or cable at least two (2) days before each meeting.
(b)	Any Trustee may waive notice of the time and place of any meeting of the Board of Trustees, either before or after holding of the meeting.

Section 2.08 — Quorum and Manner of Action

(a)	A majority of the authorized number of Trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees, except that a majority of the Trustees then in office constitutes a quorum for removing any Trustee or filling a vacancy in the number of Trustees.
(b)	In the absence of a quorum at any meeting of the Board of Trustees, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given.
(c)	The act of a majority of the Trustees present at a meeting at which a quorum is present shall authorize any action by the Board of Trustees, unless a greater number is required by the Articles of Incorporation, this Code of Regulation, or the Bylaws.

Section 2.09 — Action by Board of Trustees Without Meeting

(a)	Any action which may be authorized or taken at a meeting of the Board of Trustees, may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all of the Trustees.
(b)	Any such writing shall be filed with or entered upon the records of the Corporation.

Section 2.10 — Resignations

(a)	Any Trustee of the Corporation may resign at any time by giving written notice to the President or Secretary.
(b)	A resignation shall take effect at the time specified therein, and unless otherwise specified therein, shall become effective upon delivery. The acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation.

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Section 2.11 -Removal

(a)	Any Trustee may be removed, with cause, at any time by the affirmative vote of a majority of the Trustees then in office.
(b)	Any Trustee may be removed, with or without cause, at any time by the affirmative vote of a majority of the members at a special meeting of the members called for that purpose.
(c)	Any vacancy in the number of Trustees by reason of this section may be filled at the same meeting in the manner prescribed in Section 2.12.

Section 2.12 — Vacancies

(a)	The remaining Trustees, though less than a majority of the authorized number of Trustees, may, by a vote of a majority of their number, temporarily fill any vacancy for the offices of Trustee for the unexpired term.
(b)	The members of the Corporation shall have a right to fill any vacancy for the officer of Trustee, whether the vacancy has been temporarily filled by the remaining Trustees, at any special meeting of the members called for that purpose or at any annual meeting of the members. Any Trustee so elected by the members shall hold office until a successor is elected as Trustee.

Section 2.13 — Ex Officio Members

The Board of Trustees may appoint one or more persons as ex officio members of the Board of Trustees, which ex officio member or members shall be entitled to notice, to be present in person, to present matters for consideration and to take part in consideration of any business by the Board of Trustees at any meeting of the Board of Trustees, but which ex officio member or members shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in anyway for purposes of authorizing any act or transaction of business by the Board of Trustees.

ARTICLE III

Committees

Section 3.01 — Committees of Trustees

(a) The Board of Trustees may, by resolution, designate one or more committees, each of which shall consist of not less than three (3) Trustees, which committees to the extent provided in said resolution, shall have and exercise the authority of the Trustees in the management of the Corporation.

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(b)	The designation of such committees and the delegation thereto of such authority shall not operate to relieve the Board of Trustees, or any individual Trustee of any responsibility imposed by law.
(c)	Each committee shall serve at the pleasure of the Board of Trustees, shall act only in the intervals between meetings of the Board of Trustees, and shall be subject to the control and direction of the Board of Trustees.

Section 3.02 — Alternate and Ex Officio Members

(a)

The Board of Trustees may appoint one or more Trustees as alternate members of any committee, which alternate member or members may take the place of any absent member or members at any meeting of such committee.

(b)

The Board of Trustees may appoint one or more persons (including persons who are not Trustees) as ex officio members of any committee, which ex officio member or members shall be entitled to be present in person, to present matters for consideration and to take part in consideration of any business by the committee at any meeting of the committee, but which ex officio member or members shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in any way for purposes of authorizing any act or transaction of business by such committee.

Section 3.03 — Authority and Manner of Acting

(a)	Unless otherwise provided in this Code of Regulations or unless otherwise ordered by the Board of Trustees, any such committee shall act by a majority of its members (excluding ex officio members) at a meeting at such place or through electronic communication as permitted under the laws of the State of Ohio or by a writing or writings signed by all of its members (excluding ex officio members).
(b)	Any act or authorization of an act or transaction of business by any such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the Board of Trustees.

ARTICLE IV

Officers

Section 4.01 — Officers

The officers of this Corporation shall be a President, a Treasurer and a Secretary and such other officers or assistant officers as may be necessary, none of whom needs to be a Trustee. In addition, the Board of Trustees may elect a Chairman. More than one office may be held by the same person, but only a Trustee may serve as Chairman.

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Section 4.02 — Appointment and Term of Office

(a)	The officers of the Corporation shall be appointed from time to time by the Board of Trustees as it shall determine, and new offices may be created and filled at any meeting of the Trustees.
(b)	Each officer shall hold office until a successor shall have been appointed.

Section 4.03 — Resignation

(a)	Any officer or assistant officer may resign at any time by giving written notice to the Board of Trustees or to the President or Secretary.
(b)	A resignation shall take effect at the time specified therein, and unless otherwise specified therein, shall become effective upon delivery. The acceptance of such resignation shall not be necessary to make it effective unless so specified in the resignation.

Section 4.04 — Removal

(a)	Any officer or assistant officer may be removed by the Board of Trustees, with or without cause, at any time by the affirmative vote of the majority of the Board of Trustees.
(b)	Any vacancy by reason of this section may be filed at the same meeting of the Board of Trustees..

Section 4.05 — Duties of Officers

(a)	The Chairman, if any, shall preside at all meetings of the members and all meetings of the Board of Trustees.
(b)	The President shall be the chief executive officer of the Corporation, and shall, in the absence of the Chairman, preside at all meetings of the members and, unless another person is designated by the Board of Trustees, all meetings of the Board of Trustees.
(c)	Each of the President, the Secretary, the Treasurer and the Chairman, if any, shall have the authority jointly or severally to sign, execute and deliver in the name of the Corporation any deed, mortgage, bond, instrument, agreement or other document evidencing any transaction authorized by the Board of Trustees, except where the signing or execution thereof shall have been expressly delegated to another officer or person on the Corporation’s behalf.

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(d)	In the absence of any officer or assistant officer or for any other reason which the Board of Trustees may deem sufficient, the Board of Trustees may delegate the authorities and duties of any officer, or any assistant officer to any other officer, assistant officer or to any Trustee.
(e)	In addition to the foregoing, each officer or assistant officer shall perform all duties as may from time to time be delegated to each of them by this Code of Regulations or by the Board of Trustees or any committee of Trustees as provided herein.

ARTICLE V

Indemnification and Insurance

Section 5.01 — Indemnification

(a)

To the fullest extent not prohibited by applicable law, the Corporation shall indemnify each person who, by reason of being or having been a Trustee or officer of the Corporation, named or otherwise becomes or is threatened to be made a party to any such proceeding, and the Corporation by the Board of Trustees may indemnify any other person as deemed proper by the Board of Trustee, against any and all costs and expenses (including attorney fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements) actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding (or claim or other matter therein), whether civil, criminal, administrative or otherwise in nature, with respect to which such person is named or otherwise threatened to be made a party by reason of being or at any time having been a Trustee, officer, employee or other agent of or in a similar capacity with the Corporation, or by reason of being or at any time having been, at the direction or request of the Corporation, a director, trustee, officer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan.

(b)

Each request or case of or on behalf of any person who is or may be entitled to indemnification for reason other than by being or having been a Trustee or officer of the Corporation shall be reviewed by the Board of Trustees, and indemnification of such person shall be authorized by the Board of Trustees only if it is determined by the Board of Trustees that indemnification is proper in the specific case, and, notwithstanding anything to the contrary in this Code of Regulations, no person shall be indemnified to the extent, if any, it is determined by the Board of Trustees or by written opinion of legal counsel designated by the Board of Trustees for such purpose that indemnification is contrary to applicable law.

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Section 5.02 — Insurance

The Corporation may, as the Board of Trustees may direct, purchase and maintain such insurance on behalf of any person who is or at any time has been a Trustee, officer, employee or other agent of or in a similar capacity with the Corporation, or who is or at any time has been, at the direction or request of the Corporation, a director, trustee, officer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan against any liability asserted against and incurred by such person.

ARTICLE VI

Amendment

Section 6.01 — Amendment

This Code of Regulations may be amended from time to time by the members of the Corporation by an affirmative vote of the majority of the members.

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EX-3.69 45 l18301aexv3w69.htm EXHIBIT 3.69

Exhibit 3.69

ARTICLES OF INCORPORATION
OF
GENERAL HEALTH CORPORATION

ARTICLE I

NAME: The name of the corporation shall be: GENERAL HEALTH CORPORATION

ARTICLE II

PURPOSE: The purpose for which this corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the laws of the state of Arizona, as they may be amended from time to time.

ARTICLE III

INITIAL BUSINESS: The corporation initially intends to contract for services with local, state and federal government and social service agencies that serve children and families of Arizona. To do this the corporation may rent, lease and/or buy real property, improvements, materials, equipment or other items necessary for the legal and proper conduct of its functions. As this incorporation is initiated, the corporation is investigating opportunities to provide residential living and development services for Arizona youth.

ARTICLE IV

AUTHORIZED CAPITAL: The corporation shall have the authority to issue three million (3,000,000) shares of common stock of the the par value of one dollar ($1.00) per share.

ARTICLE V

STATUTORY AGENT: The name and address of the initial statutory agent of the corporation is:

Mr. David Treat

2211 N. 7th St.

Phoenix, Arizona 85006

ARTICLE VI

BOARD OF DIRECTORS: The five (5) incorporators and directors are one and the same. They shall have ownership rights, responsibilities and voting

privileges based upon the following percentages:

1.	Mr. Dennis R. Pickering (60%)	2.	Dr. Robert L. Pickering (15%)
	316 E. Bethany Home Rd.		5726 N. Central
	Phoenix, Arizona 85012		Phoenix, Arizona 85012
3.	Mr. Robert L. Pickering, II (10%)	4.	Mr. Timothy J. Pickering (10%)
	5501 N. Central		313 E. Rovey
	Phoenix, Arizona 85012		Phoenix, Arizona 85012
5.	Mr. Bretten D. Pickering (5%)
	1201 E. Drachman #169
	Tucson, Arizona 85719

Other members may be added as the Board of Directors qualify and the shareholders may elect.

Dated this 16th day of May, 1985.

EX-3.70 46 l18301aexv3w70.htm EXHIBIT 3.70

Exhibit 3.70

RESTATED AND AMENDED
BYLAWS OF
GENERAL HEALTH CORPORATION

ARTICLE I

OFFICES AND CORPORATE SEAL

     1.1. Offices. The Corporation shall maintain a principal office in the State of Arizona. The Corporation may maintain offices and transacts business at any place within or without the State of Arizona as the Board of Directors may designate.

     1.2. Corporate Seal. A corporate seal is not required on any instrument executed for the Corporation. If a corporate seal is used, it shall be entered into a circle having on its circumference “General Health Corporation” and in the center “Incorporated 1985 Arizona” or a circle having on its circumference the words “Corporate Seal.”

ARTICLE II

SHAREHOLDERS

     2.1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later then six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the elections of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors, at or within such time, shall riot work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the President or the Secretary and shall be called by the President at the written request of a majority of the Board of Directors or of shareholders owning a majority of the outstanding voting shares of the Corporation. A written request for and the notice of a special meeting of shareholders shall state the purpose of the meeting and the business transacted at the meeting shall be limited to the purposes stated in the notice.

     2.3. Place of Meetings. The Board of Directors, the President, or the Secretary shall fix the time and place of all meetings of the shareholders.

     2.4. Notice of Meeting. Written 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, unless otherwise prescribed by statute, be delivered not less than ten nor more than sixty days before the date of 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 his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

     2.5. Voting. Subject to the Articles of Incorporation and the requirement for cumulative voting for the election of directors, each shareholder is entitled to one vote, in person or by proxy, for each voting share held of record.

     2.6. Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, 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 shall 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, prior to the date on which the particular action requiring such determination of shareholders is to be taken. 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 adjourned meeting of the shareholders unless a new record date is fixed by the Board of Directors.

     2.7. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each_ Such 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 for the purposes thereof.

     2.8. Quorum and Adjournment. Except as otherwise provided by statute, the holders of a majority of the shares entitled to vote at any meeting of the shareholders, present in person or by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting, the shareholders present and entitled to vote may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. At an adjourned meeting, when a quorum is present, the shareholders may transact any business they might have transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed forth(,- adjourned meeting, the Corporation shall give notice of the adjourned meeting to each shareholder entitled to vote at the adjourned meeting.

     2.9. Majority Required. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present and voting shall decide any question brought before the meeting, unless an express provision of a statute or of the Articles of Incorporation requires a different vote.

     2.10. Action Without Meeting. The shareholders may take any action they could take at a meeting without a meeting, without prior notice and without a vote, if the holders of all shares entitled to vote on the act sign a written consent setting forth the action taken. Such a consent may be signed in counterparts.

     2.11. Waiver of Notice. Attendance of a shareholder at a meeting shall constitute waiver of notice unless the shareholder objects at the commencement of the meeting that the meeting is

not lawfully called or convened. Any shareholder may waive notice of a meeting of shareholders by executing a written waiver of notice.

ARTICLE III

DIRECTORS

     3.1. Number and Election. The Board of Directors shall consist of three directors. Except as provided in these Bylaws for the filling of vacancies, the shareholders shall elect the directors at the annual meeting. Each director shall hold office until the next annual meeting and until a successor is elected and qualifies, or until such director’s earlier resignation or removal. Directors need not be shareholders.

     3.2. Vacancies. A majority of the directors then in office, though less than a quorum, or a sole remaining director may fill vacancies and newly created directorships. A director so chosen shall hold office until the next annual meeting and until a successor is elected and qualifies, or until such director’s earlier resignation or removal.

     3.3. Powers. The Board of Directors shall manage the business of the Corporation and may exercise all powers of the Corporation and do all lawful acts and things permitted by statute or by the Articles of Incorporation.

     3.4. Place of Meetings. The Board of Directors of the Corporation may hold its meetings either in or out of Arizona. The Board of Directors, the President or the Secretary shall fix the time and place of all meetings of the directors.

     3.5. Annual Meetings. The Board of Directors shall hold its annual meeting immediately following the annual meeting of shareholders at the place announced at the annual meeting of shareholders. No notice is necessary to hold the annual meeting, provided a quorum is present. If a quorum is not present, the annual meeting shall be held at the next regular meeting or at a special meeting.

     3.6. Regular Meetings. The Board of Directors may hold regular meetings without notice.

     3.7. Special Meetings. The President or Secretary may, and on written request of two directors shall, call special meetings of the Board of Directors on not less than two day’s notice to each director personally or by telegram, facsimile or telephone, or on not less than five days’ notice to each director by mail.

     3.8. Quorum. A majority of the members of the Board of Directors then in office shall constitute a quorum of the Board of Directors. Except as may be specifically provided by statute or the Articles of Incorporation, the concurrence of a majority of those present and voting shall be sufficient to conduct the business of the Board. If a quorum is not present, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     3.9. Action Without Meeting. The Board of Directors may take any action without a meeting if all directors consent to the action in writing. The writing or writings shall be filed with the minutes of the Board of Directors.

     3.10. Waiver of Notice. Attendance of a director at a meeting shall constitute waiver of notice unless the director objects at the commencement of the meeting that the meeting is not lawfully called or convened. Any director may waive notice of any meeting by executing a written waiver of notice.

     3.11. Compensation. The Corporation may pay, or reimburse the directors for, the expenses of attendance at each meeting of the Board of Directors or a committee of the Board of Directors. The Corporation may pay the directors a fixed sum for attendance at each meeting or a stated salary as director. Such payment shall not preclude any director from serving the Corporation and receiving compensation in any other capacity. The Board of Directors shall establish and set forth in its minutes the amount or rate of compensation of directors.

ARTICLE IV

OFFICERS

     4.1. Appointment of Officers. The Board of Directors at the annual meeting shall appoint the officers of the Corporation including at least a President, Vice President, Secretary and Treasurer. The Board of Directors may appoint such other officers and agents as it deems necessary or appropriate. Any number of offices may be held by the same person, except for the offices of President and Secretary which may not be held by the same person. Officers may be but need not be directors or shareholders of the Corporation.

     4.2. Tenure and Duties of Officers. Officers shall hold their offices at the pleasure of the Board of Directors, shall have the titles designated by the Board of Directors, and shall exercise the powers and perform the duties determined from time to time by the Board of Directors.

     4.3. Compensation. The Board of Directors shall determine from time to time the compensation of the officers. An officer shall not be prevented from receiving compensation because of service as a director. The minutes of the meetings of the Board of Directors shall set forth the compensation of the officers or the method of fixing the compensation of the officers.

     4.4. Vacancies. The Board of Directors may fill at any time a vacancy in any office because of death, resignation, removal, disqualification or otherwise.

     4.5. Chairman of the Board. The Chairman of the Board, if one is appointed and serving, shall preside at all meetings of the shareholders and of the Board of Directors and shall perform any other duties the Board of Directors assigns.

     4.6. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, certificates for shares of the Corporation, any deeds, mortgages, bond, contracts, or other instruments which the Board of Directors.’ has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or

executed; and in general 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.

     4.7. Vice President. In the absence of the President or in event of his death, inability or refusal to act, the Vice President 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 President shall perform such other duties as from time to time may be assigned by the Board of Directors.

     4.8. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders, the Board of Directors and committees established by the Board of Directors in one or more minute 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; (d) keep a register of the 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, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     4.9. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) 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 depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. If required by Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with sureties as the Board of Directors shall determine.

ARTICLE V

COMMITTEES

     5.1. Committees. The Board of Directors may establish regular or special committees including an Executive Committee of the Board of Directors. The resolution establishing a regular or special committee shall set forth its powers and duties. In the discretion of the Board of Directors, persons serving on a regular or special committee, other than the Executive Committee, need not be directors. The Corporation may pay members of regular or special committees compensation for attending committee meetings.

     5.2. Minutes of ,Committee Meetings. The chairman of each regular or special committee designated by the Board of Directors shall keep, or cause to be kept, minutes of meetings of such committees and shall file the minutes with the Secretary of the Corporation.

ARTICLE VI

INDEMNITY

     6.1. Indemnification. Except as provided in these Bylaws, the Corporation shall hold harmless and indemnify each of its directors and officer-, and may hold harmless and indemnify such employees and agents, as may be designated by the Board of Directors from time to time (“indemnitee”) against any and all liability and expenses incurred by indemnitee in connection with any threatened or actual proceeding or legal action resulting from indemnitee’s service to Corporation or to another entity at Corporation’s request.

     6.2. Exclusions. Except insofar as permitted by law, the Corporation shall not indemnify indemnitee for acts listed in A.R.S. § 10-202B.1.

     6.3. Procedure. Indemnitee shall notify the Corporation promptly of the threat or commencement of any proceeding or legal action with respect to which indemnitee intends to seek indemnification. The Corporation shall be entitled to assume indemnitee’s defense with counsel reasonably satisfactory to indemnitee, unless indemnitee provides the Corporation with an opinion of counsel reasonably concluding that there may be a conflict of interest between indemnitee and the Corporation in the defense of the proceeding or legal action. If the Corporation assumes the defense, the Corporation shall not be liable to indemnitee for legal or other expenses subsequently incurred by indemnitee.

     6.4. Expense Advances. The Corporation shall advance automatically expenses, including attorneys’ fees, incurred or to be incurred by indemnitee in defending a proceeding or legal action upon receipt of notice of the expenses. If required by law, before advancing any expenses the Corporation may require that an indemnitee or a representative promise to repay the advances if a final judicial decision (after expiration or exhaustion of any appeal rights) determines that indemnitee is not entitled to be indemnified for such expenses.

     6.5. Settlement of Claims. The Corporation shall not be obligated to indemnify indemnitee for any amounts incurred in settlement if settlement is made without the Corporation’s prior written consent. The Corporation shall not enter into any settlement that would impose any penalty or limitation on indemnitee without indemnitee’s prior written consent. Neither the Corporation nor indemnitee will unreasonably withhold consent to any proposed settlement.

     6.6. Effect of Repeal. In order that indemnitee may rely on the indemnification promised by this Article, no repeal or amendment of this Article shall reduce the right of indemnitee to payment of expenses or indemnification for acts of indemnitee taken before the date of repeal or amendment.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     7.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

     7.2. 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.

     7.3. Checks. 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.

     7.4. 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 depositories as the Board of Directors may select.

ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     8.1. Certificates for Shares. Certificates representing shares of the stock 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 or by such other officers authorized by law and by the Board of Directors so to do. All certificates for shares shall be consecutively numbered or otherwise identified. 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. 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 therefore upon such terms and indemnitee to the Corporation as the Board of Directors may prescribe.

     8.2. Transfer of Shares. Transfer of shares of the Corporation. shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, 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 certificates for 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.

ARTICLE IX

FISCAL YEAR

     The fiscal year of the Corporation shall end on the 30th day of December of each year.

ARTICLE X

AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

     The foregoing Bylaws are certified to have been adopted by the Board of Directors of the General Health Corporation, on the 27^th day of August, 1996.

/s/

President

EX-3.71 47 l18301aexv3w71.htm EXHIBIT 3.71

Exhibit 3.71

ARTICLES OF INCORPORATION

OF

HABILITATION OPPORTUNITIES OF OHIO, INC.

     The undersigned, who is a citizen of the United States of America, desiring to form a corporation for profit under the General Corporation Law of Ohio, does hereby certify:

     FIRST: The name of said corporation shall be “Habilitation Opportunities of Ohio, Inc.”

     SECOND: The place in the State of Ohio where the corporation’s principal office is to be located is 3576 Blue Rock Road, Cincinnati, Hamilton County, Ohio.

     THIRD: The purpose or purposes for which it is formed are:

          a. To do any type of business and activities which a corporation may be empowered to engage in under the General Corporation Law of Ohio.

          b. To acquire by purchase, lease, exchange or otherwise, to own, hold, use, manage, develop, plat, improve, mortgage, and to sell, lease, mortgage, exchange and otherwise deal in real estate and any interest or right therein either for its own account or for the account of others; to own, erect, construct, rebuild, repair, manage and control, lease, buy and sell houses, apartments, offices, warehouses, shops, factories, and nay and all other types of buildings and structures; and to make and obtain loans on real estate, and to buy, sell, own, and otherwise deal in, mortgage bonds and notes, land contracts, land trust certificates, leases and other evidences of indebtedness secured by real estate or by a lien thereon or any interest therein.

          c. To enter into, make, perform and carry out contracts of any kind and description made for any lawful purpose, without limit as to amount, with any person, firm, association, or corporation, either public or private, or with any territory or government or agency thereof.

          d. To borrow money; to draw, make, accept, endorse, transfer, assign, execute, and issue bonds, debentures, whether convertible or not, promissory notes and other evidences of indebtedness, for any purposes; to convey, transfer, lease, assign, deliver, mortgage or pledge any or all of its property or assets upon such terms and conditions as the Board of Directors shall authorize.

          e. To become surety for, endorse or otherwise guarantee the payment of principal of or interest on any notes, debentures, bonds, coupons, mortgages or other securities issued or created by any person, firm, associate or corporation.

          f. To acquire, hold, sell, reissue or cancel any shares of its own stock at such price and upon such terms and conditions as may be agreed between the Board of Directors of the corporation and the seller or sellers of such shares.

          g. To acquire all or any part of the goodwill, rights, property, business, or securities of any corporation, association, partnership, firm, trustee, syndicate, combination, organization, other entity, or individuals, domestic or foreign, heretofore or hereafter engaged in any business similar to the business of the corporation or otherwise, and to pay for the same in cash, or in shares or obligations of the corporation or otherwise, and to hold, utilize, enjoy and in any manner dispose of the whole or in any part of the rights and property so acquired, and to assume in connection therewith any liabilities of any such corporation, association, partnership, firm, trustee, syndicates, combination, organization, individual or other entity, domestic or foreign and to conduct in the State of Ohio in any other state, territory, locality or country, the whole or in part of the business thus acquired, provided such business in not prohibited by the laws of the State of Ohio.

          h. To cause to be formed, merged or reorganized any corporation, domestic or foreign, as may aid or advance the objects and purposes of this corporation.

          i. To change substantially its purpose or purposes at any time and from time to time; and such change, authorized or approved by the holders of shares entitling them to exercise the proportion of the voting power of the corporation now or hereafter required by these articles or by law, shall be binding and conclusive upon every shareholder of the corporation as fully as if such shareholder had voted therefore, and no shareholder, notwithstanding that he may be voted against such change or may have objected in writing thereto, shall be entitled to payment of the fair cash value of his shares.

          j. To exercise all powers and privileges now or hereafter conferred by the laws of the State of Ohio upon corporations formed under the General Corporation Law of Ohio or any act amendatory or supplemental thereto or substituted therefore.

          k. The foregoing clauses are to be construed both as object and powers, and the enumeration herein of specific objects and powers shall not be held to limit or restrict in any manner the general powers of the corporation, it being hereby expressly provided that none of the purposes and objects specified in paragraphs (a) through (i) shall be deemed subsidiary or auxiliary merely to the objects mentioned in paragraph (a) above, but the corporation shall have full power to exercise all or any of the powers conferred by any part of this statement of purposes, in any part of the world, and notwithstanding that the business, undertaking, property, or accounts proposed to be transacted, acquired, dealt with or performed do not fall within the objects set forth in paragraph (a) above.

     FOURTH: The maximum number of shares which the corporation is authorized to have outstanding is 750 shares without par value, designated as common stock.

     Such shares without par value may be issued pursuant to subscription taken by the Incorporator for such kind and amount of consideration as the Incorporator may determine, and,

after organization for such amount or amounts and kind or kinds of consideration as may, from time to time, be fixed by the Board of Directors.

     The Board of Directors may in its discretion fix different amounts or kinds of consideration for the issuance of shares, now or hereafter authorized, without par value, whether issued at the same or different times and may, in its discretion, determine that only a part of the amount or amounts of consideration received by the corporation shall be stated capital.

     Any and all shared without par value so issued, for which the consideration fixed by the Incorporator or by the Board of Directors has been paid, shall be fully paid and nonassessable.

     FIFTH: The amount of capital with which the corporation shall begin business is Five Hundred Dollars ($500.00).

     SIXTH: The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation or of its shareholders or its directors or for the purpose of creating and defining the rights and privileges of the shareholders among themselves:

          a. These Articles of Incorporation or any part thereof may only be amended, altered or changed by the affirmative vote of the holders of a majority of the shares entitled by law to vote thereon.

          b. Action on any matter at any shareholders’ meeting, regarding which the statues of Ohio provide that unless otherwise provided in the Articles of Incorporation or regulations of a corporation there shall be the affirmative vote of a larger proportion than the holders of a majority of the shares entitled to vote thereon, may be taken on such matters by the affirmative vote of the holders of a majority of shares entitled by law to vote thereon.

          c. The Board of Directors is authorized to fix, determine or vary the amount of working capital of the corporation and to determine what part, if any, of its surplus, however created or arising, should be used, disposed of, or declared in dividends or paid to shareholders, and to the extent that the authority to do the same may be granted under these Articles of Incorporation, the Board of Directors shall have the power, without any action by shareholders, to sue and apply such surplus or any part thereof, at any time or from time to time, to purchase, hold, sell and reissue any of the corporation’s shares, bonds, debentures, notes or other evidences of indebtedness as it deems expedient.

          d. No holder of shares of the corporation of any class shall be entitled as such, as a matter or right, to subscribe for or purchase shares of any class, now or hereafter authorized, or to purchase or subscribe for, securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertained any warrants or rights entitling the holder thereof to subscribe for or purchase shares except such rights or subscription or purchase, if any, at such price or prices and upon such terms and conditions as the Board of Directors in its discretion from time to time may determine.

          e. No director or officer shall be disqualified by his office from dealing or contracting with the corporation as vendor, purchaser, employee, agent or otherwise, nor shall any of its transactions, contracts or acts be void or voidable or in any way affected or invalidated because any director or officer, or any firm of which any director or officer is a member, or any corporation of which any director or officer is a shareholder or director or officer, is in any way interested in such transactions, contracts or acts, provided the fact that such director or officer, firm or corporation so interested is disclosed or is made known to the Board of Directors, or such members thereof as are present at any meeting of the Board of Directors at which action upon any such transactions, contracts or acts is taken; nor shall any such director or officer be accountable or responsible to the corporation for any such transactions, contracts or acts, or for any gains or profits realized by him because of the fact that he, or any firm of which he is a member, or any corporation of which he is a shareholder, director or officer is interested in such transactions, contracts or acts; and any such director or officer may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action in respect to any such transactions, contracts or acts, and may vote thereat to authorize, ratify or approve any such transactions, contracts or act with like force and effect, as if he, or any firm of which he is a member, or any corporation of which he is a shareholder, director or officer was not interested in any such transactions, contracts or acts.

     IN WITNESS WHEREOF, we have hereunto subscribed our names this 17 day of January, 1989.

/s/ Thomas W. Todd

Thomas W. Todd, Incorporator

/s/ Lizabeth A. Calihan

Lizabeth A. Calihan, Incorporator

/s/ Sharon A. Smith

Sharon A. Smith, Incorporator

Provided by Sherrod Brown
Secretary of State

CONSENT FOR USE OF SIMILAR NAME

     On the 23^rd day of January, 1989, the BOARD OF DIRECTORS (TRUSTEES) of Habilitation Opportunities, Inc. (Charter or License No.) 687235 passed the following resolution:

     RESOLVED, that Habilitation Opportunities, Inc. gives it consent to

(Name of Corporation giving Consent)

Habilitation Opportunities of Ohio, Inc. to use the name Habilitation Opportunities of Ohio, Inc.

Date: 1/23/89	Signed	/s/ Sharon Smith
		Secretary or Assistant Secretary of
		Consenting Corporation

NOTE: This document MUST BE SIGNED by the SECRETARY or ASSISTANT SECRETARY of the consenting corporation, pursuant to Section 170.05(A) of the Ohio Revised Code.

ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being the sole Incorporators of Habilitation Opportunities of Ohio, Inc., hereby appoint Tom Todd, a natural person resident in the county in which the corporation has its principal office, upon whim any process, notice or demand required or permitted by statute to be served upon the corporation may be served. His complete address is 3576 Blue Rock Road, Cincinnati, Hamilton County, Ohio 45239.

/s/ Thomas Todd

Thomas Todd

/s/ Lizabeth A. Calihan

Lizabeth Calihan

/s/ Sharon Smith

Sharon Smith

Cincinnati, Ohio

January 17, 1989

Gentlemen:

     I hereby accept appointment as agent of your corporation upon whom process, tax notices and demands may be served.

/s/ Thomas Todd

Thomas Todd

EX-3.72 48 l18301aexv3w72.htm EXHIBIT 3.72

Exhibit 3.72

AMENDED & RESTATED
CODE OF REGULATIONS OF
HABILITATION OPPORTUNITIES OF OHIO, INC.

ARTICLE I

PRINCIPAL OFFICE

     The place of the principal office of the corporation in the State of Ohio is the City of Cincinnati, Hamilton County.

ARTICLE II

SHAREHOLDERS

     SECTION 1. Annual Meetings. The annual meeting of the shareholders of the corporation shall be held at the principal office of the corporation in the State of Ohio, or at such other place within or without the State of Ohio as may be determined by the board of directors and as shall be designated in the notice of said meeting, no later than the last day of the fourth month following the close of each fiscal year, on such date and at such time as the board of directors shall determine, for the purpose of electing directors, for the consideration of reports to be laid before the meeting, and for the transaction of such other business as may properly be brought before the meeting.

     If the election of directors is not held at any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. At such meeting the shareholders may elect the directors and transact other business with the same force and effect as at an annual meeting.

     SECTION 2. Special Meetings. Special meetings of the shareholders shall be held at the principal office of the corporation in the State of Ohio, or at such other place within or without the State of Ohio as may be designated in the notice of said meeting.

     SECTION 3. Calling Meetings. All meetings of the shareholders shall be called upon the written request of: (1) the chairman of the board, if any, or the president, or in case of the absence, death or disability of both, the vice president authorized to exercise the authority of the president; (2) the directors, by action at a meeting or by a majority of the Directors acting without a meeting; or (3) shareholders holding at least twenty-five percent (25%) of all shares entitled to vote at the meeting. Calls for such meetings shall specify the time, place and purpose thereof. No business other than that specified in the call shall be considered at any special meeting.

     SECTION 4. Notice and Purpose of Meetings. Written notice of the purpose or purposes and of the day and hour and the place within or without the State of Ohio of every meeting of shareholders shall be given, by or at the direction of the president or the secretary, either personally or by mail, not less than seven days nor more than sixty days before the date of the meeting to each shareholder of record entitled to notice of such meeting. Such notice shall be

directed to each shareholder at his address as it appears on the records of the corporation unless he shall have filed with the secretary of the corporation a written request that notices intended for him be sent to some other address, in which case it shall be mailed or delivered to the address designated in such request. Notice shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or personally delivered. Such further notice shall be given as may be required by law. Except as otherwise expressly provided by statute, no publication of any notice of a meeting of shareholders shall be required. Notice of any meeting of shareholders may be waived in writing, either before or after the holding of the meeting, by any shareholder, which writing shall be filed with the records of the meeting. The attendance of a shareholder at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed a waiver by him of notice of the meeting. Except where otherwise required by law, notice of adjournment of a meeting of the shareholders of the corporation need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

     SECTION 5. Quorum. Except as otherwise required by the statutes of Ohio, shareholders holding a majority of shares entitled to notice of the meeting shall constitute a quorum at any and all meetings of shareholders. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn any meeting from time to time.

     SECTION 6. Organization. Meetings of the shareholders shall be presided over by the chairman of the board, if any, or if he is not present or there is no person filling that office, by the president, or if they are not present, by a vice president, or if none of the foregoing is present, by a chairman to be chosen by a majority of the shareholders entitled to vote who are present in person or by proxy at the meeting. The secretary of the corporation, or in the absence, an assistant secretary, shall act as secretary of every meeting, but if neither the secretary nor an assistant secretary is present, the meeting shall choose any person present to act as secretary of the meeting.

     SECTION 7. Voting. Except in the election of directors, in which shareholders shall be entitled to cumulate their votes upon compliance with the provisions of the Ohio General Corporation Law, and except as otherwise provided in the articles, these regulations, or in the laws of the State of Ohio, at every meeting of the shareholders, each shareholder entitled to vote at such meeting shall have one vote in person or by proxy for each share of stock held by him and registered in his name on the books of the corporation as of the applicable record date. Any vote on shares of the corporation may be given by the shareholder entitled thereto in person or by proxy appointed by an instrument in writing executed by such shareholder. A telegram, cablegram, or telex communication appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is a sufficient writing. No appointment of a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force. Except as otherwise required by statute, the articles, or these regulations, or in electing directors, all matters coming before any meeting of the shareholders shall be decided by the vote of a majority in interest of the shareholders of the corporation present in person or proxy at such meeting and entitled to vote thereat, a quorum being present. At all elections of directors the candidates receiving the greatest number of votes

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shall be elected. If notice in writing is given by any shareholder entitled to vote to the president, a vice president, or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding the meeting of the shareholders for the purpose of electing directors if notice of such meeting has been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that he desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder entitled to vote has the right to cumulate such voting power as he possesses and to give one candidate as many votes as the number of directors to be elected multiplied by the number of his votes equals, or to distribute his votes on the same principle among two or more candidates, as he sees fit.

     SECTION 8. Record Date of Shareholders. For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled to: (1) receive notice of or to vote at a meeting of shareholders; (2) receive payment of any dividend or distribution; (3) receive or exercise rights of purchase of, or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect thereto; or (4) participate in the execution of written consents, waivers, or releases; the board of directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in (1), (2) and (3) above, shall not be more than sixty days preceding the date of the meeting of the shareholders or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be. The directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for in this Section 8, including the date of the meeting of shareholders and the period ending with the date, if any, to which it is adjourned.

     SECTION 9. List of Shareholders. Upon request of any shareholder at any meeting of shareholders, there shall be produced at such meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date who are entitled to vote, showing their respective addresses and the number and class of shares held by each. Such list or lists when certified by the officer or agent in charge of the transfer of shares shall be prima facie evidence of the facts shown therein.

     SECTION 10. Inspectors of Election. The directors in advance of any meeting of shareholders, may appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the officer or person acting as chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment. In case any person appointed as inspector fails to appear or to act, the vacancy may be filled by appointment made by the directors in advance of the meeting, or at the meeting by the officer or person acting as chairman. If there are three or more inspectors, the decision, act, or certificate of a majority of them shall be effective in all respects as the decision, act, or certificate of all. The inspectors shall determine the number of shares outstanding, the voting rights with respect to each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; receive votes, ballots, consents, waivers, or releases; hear and determine all challenges and questions arising in connection with the vote; count and tabulate all votes, consents, waivers and releases; determine and announce the result; and do such acts as are

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proper to conduct the election or vote with fairness to all shareholders. On request of any director, officer or shareholder of the corporation, the inspectors shall make a report in writing of any challenge, question, or matter determined by them and execute a certificate of any fact found by them.

     SECTION 11. Informal Action. Any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the corporation.

ARTICLE III

DIRECTORS

     SECTION 1. Powers, Number, Qualification, Term Quorum and Vacancies. All of the authority of the corporation shall be exercised by or under the direction of the board of directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or these regulations.

     The initial board of directors shall consist of three (3) persons. Except as hereinafter provided, directors shall be elected at the annual meeting of the shareholders and each director shall be elected to serve until his or her successor is elected or until his earlier resignation, removal from office or death. The number of directors may be increased or decreased from time to time by the shareholders entitled to vote for directors. If the number of directors is increased, the additional directors may be elected by said shareholders. The number of directors shall never be less than three except that, if all of the shares of the corporation are owned of record by one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

     Directors need not be shareholders.

     A majority of the whole authorized number of directors shall be necessary to constitute a quorum for a meeting of the directors, except that a majority of the directors in office shall constitute a quorum for filling a vacancy in the board when the board is authorized to fill a vacancy. 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.

     The office of a director becomes vacant by reason of death, resignation or removal as provided by Section 1701.58 of the Ohio General Corporation Law and Section 5 of this Article III. In the event that the shareholders shall remove a director or directors or shall increase the number of directors, they may elect, at the meeting effecting the removal or the increase, a director to fill the vacancy or vacancies resulting therefrom. In the event that the shareholders do not fill such vacancy at such meeting, or an adjournment thereof, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill such vacancies. The board may in a similar manner fill any

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vacancy not resulting from a removal of a director by the shareholders or an increase in the number of directors.

     If the membership of the board of directors at any time falls below the number necessary to constitute a quorum, and the remaining directors are unable to elect a successor or successors to reconstitute such a quorum, a special meeting of shareholders shall be called and such number of directors shall be elected thereat as may be necessary to bring the board of directors to its full membership.

     SECTION 2. Meeting. Meetings of the board of directors shall be held at such place within or without the State of Ohio as may from time to time be fixed by resolution of the board of directors, or as may be designated in the notice calling the meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and special meetings may be held at any time upon the call of the chairman of the board, if any, the president, any vice president, or any two directors by oral, telegraphic, cabled, telexed or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Notices of meetings need not specify the purposes of the meeting. A meeting of the board of directors may be held without notice immediately after a meeting of shareholders at which the directors are elected. Notice need not be given of regular meetings of the board of directors held at times fixed by resolution of the board of directors. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. Notice of the time, place, and purpose of any meeting may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.

     SECTION 3. Executive and Other Committees. Whenever the number of directors is more than three, the board of directors, in its discretion, may designate three or more directors to constitute an executive committee or other committees, which shall have and may exercise such powers of the board of directors in the management of the corporation as may be conferred or authorized by the resolutions appointing them. Such committee or committees shall act only during the intervals between meetings of the directors and shall not have the power to fill vacancies among the directors or in any such committee. A majority of the whole of such committee may determine its action and fix the time and place of its meetings, unless the board of directors otherwise provides. The board of directors shall have the powers at any time to fill vacancies in, to change the membership of, or to discharge any such committee and to appoint one or more directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of the particular committee.

     SECTION 4. Provisional Director. A provisional director may be appointed by the appropriate Court of Common Pleas in accordance with the provisions of Section 1701.911 of the Ohio Revised Code, and all provisions of these regulations shall be read as being subject to, and qualified by, that Section.

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     SECTION 5. Removal of Directors. All the directors, or all the directors of a particular class, or any individual director, may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed, provided that unless all the directors, or all the directors of a particular class, are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal which, if cumulatively voted at an election of all the directors, or all the directors of a particular class, as the case may be, would be sufficient to elect at least one director.

     SECTION 6. Informal Action. Any action which may be authorized or taken at a meeting of the directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the directors, which writing or writings shall be filed with or entered upon the records of the corporation.

     SECTION 7. Compensation. Each director shall receive such compensation for his attendance at any regular or special meeting of the board of directors or any committee thereof as may be fixed from time to time by the board of directors. Each director shall be reimbursed for his reasonable expenses incurred in attending meetings of the board of directors or any committee thereof.

     SECTION 8. Meetings by Means of Communications Equipment Any meeting of the board of directors and any committee of directors may be held through the use of the telephone or any other communications equipment if all persons participating can hear each other. Participation in such a meeting constitutes presence at a meeting of the board of the directors or committee of directors, as the case may be.

ARTICLE IV

OFFICERS

     SECTION 1. Number. The board of directors, as soon as feasible after the election thereof held in each year, shall elect a president, a secretary and a treasurer, and from time to time may elect or appoint a chairman of the board, one or more vice presidents and such assistant secretaries, assistant treasurers and other officers as it may deem necessary. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the articles, the regulations, or the bylaws, if any, to be executed, acknowledged, or verified by two or more officers. The chairman of the board, if any, shall be elected from among the directors.

     SECTION 2. Terms and Removal. The term of office of all officers shall be one year and until their respective successors are elected and qualify, but any officer may be removed from office, either with or without cause, at any time by the board of directors. 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. Powers and Duties. The officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and

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duties as may be conferred from time to time by the board of directors. The vice president or vice presidents, the assistant secretary or assistant secretaries, and the assistant treasurer or assistant treasurers, in the order of their respective seniorities, in the absence or disability of the president, secretary or treasurer, respectively, shall perform the duties of such officer and shall generally assist the president, secretary or treasurer, respectively.

     SECTION 4. Bond. Any officer or employee may be required by the board of directors to give bond at the expense of the company. Any such bond shall be in such amount, on such terms, and with such sureties as the board of directors may approve. The board of directors may delegate the authority to approve bonds to any officer or committee of the board.

ARTICLE V

CERTIFICATES REPRESENTING SHARES

     SECTION 1. Form and Transfer. Each holder of shares shall be entitled to one or more certificates signed by the chairman of the board, if any, or the president or a vice president and by the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, which shall certify the number and class of shares held by him in the corporation and shall contain such special statements as may be prescribed by the Ohio General Corporation Law. No certificate for shares shall be executed or delivered until such shares are fully paid. When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the corporation may be facsimile, engraved, stamped, or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to such a certificate ceases to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered. The corporation may, but need not, issue a certificate for or including a fraction of a share or may otherwise act in this regard in accordance with the terms and conditions of the Ohio General Corporation Law.

     SECTION 2. Lost, Stolen, Destroyed or Mutilated Certificates. The provisions of the Ohio General Corporation Law, and such other provisions of law as may be referred to therein, shall govern in respect of lost, stolen, destroyed or mutilated certificates for shares of the corporation.

     SECTION 3. Transfer Agents and Registrars. The corporation may open transfer books in any state for the purpose of transferring shares issued by it, and it may employ agents to keep the records of its shares, or to transfer or to register shares, or both, in any state. The duties and liabilities of such agents shall be such as are agreed to by the corporation. If no such transfer agent is appointed by it to act in the State of Ohio, the corporation shall keep an office in the State of Ohio at which shares are transferable, and at which it keeps books in which are recorded the names and addresses of all shareholders and all transfers of shares.

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ARTICLE VI

INDEMNIFICATION

     SECTION 1. The corporation shall indemnify 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, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s 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 (1) 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 (2) with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

     SECTION 2. The corporation shall indemnify 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, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against expenses, including attorney’s 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 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 of common pleas, 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 as the court of common pleas or such other court shall deem proper.

     SECTION 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney’s fees; actually and-reasonably incurred-by-him in connection therewith.

     SECTION 4. Any indemnification under Sections 1 and 2 of this article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a

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determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this article. Such determination shall be made (1) by a majority vote of a quorum consisting of directors of this corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, or (2) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified within the past five years, or (3) by the shareholders or (4) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under Section 4(1) of this article or by independent legal counsel under Section 4(2) of this article shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the corporation under Section 2 of this article, and within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

     SECTION 5. Expenses, including attorney’s fees, incurred in defending any action, suit, or proceeding referred to in Sections 1 and 2 of this article, may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this article.

     SECTION 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles or other provisions of these regulations or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in any such person’s 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, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     SECTION 7. 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 this article.

     SECTION 8. If this corporation is the surviving corporation in a merger, the indemnification rights given by this Article VI shall inure to the benefit of directors, officers, employees, agents or other persons acting for or associated with any constituent corporation in the capacities described in Sections 1 and 2 insofar as any such persons acted in such capacities for such constituent corporation and not for this corporation.

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ARTICLE VII

TRANSACTIONS BETWEEN CORPORATION
AND ITS DIRECTORS OR OFFICERS

     No contract or transaction shall be void or voidable with respect to the corporation for the reason that it is between the corporation and one or more of its directors or officers, or between the corporation and any partnership, corporation, trust, association or other organization or entity in which one or more of its directors or officers are directors, trustees, or officers, or have a financial or personal interest, or for the reason that one or more interested directors or officers participate in or vote at the meeting of the directors or a committee thereof which authorized such contract or transaction, if in any such case (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the directors or the committee and the directors or committee, in good faith reasonably justified by such facts, authorize the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon and the contract or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation held by persons not interested in the contract or transaction; or (c) the contract or transaction is fair as to the corporation as of the time it is authorized or approved by the directors, a committee thereof, or the shareholders.

     Common or interested directors may be counted in determining the presence of a quorum at a meeting of the directors, or of a committee thereof which authorized the contract or transaction.

     The directors, by the affirmative vote of a majority of those in office, and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include pension; disability and death benefits, for services to the corporation by directors and officers, or to delegate such authority to one or more officers or directors.

ARTICLE VIII

BOOKS AND RECORDS

     The corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time.

10

ARTICLE IX

FISCAL YEAR

     The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the last day of December next following, unless otherwise determined by the Board of Directors.

ARTICLE X

CORPORATE SEAL

     The Board of Directors may adopt a corporate seal. If a corporate seal is adopted, it shall consist of two concentric circles, between which shall be the name of the corporation, and in the center shall be inscribed the year of its incorporation and the word, “Seal.”

ARTICLE XI

AMENDMENTS

     The regulations of the corporation shall be subject to alteration, amendment, or repeal, and new regulations not inconsistent with any provision of the articles of incorporation or statute, may be made, either by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation, at any annual or special meeting of the shareholders, or, without such meeting, by the written consent of the holders of shares entitling them to exercise a majority of the voting power. If the regulations are amended or new regulations are adopted without a meeting of the shareholders, the secretary of the corporation shall mail a copy of the amendment or the new regulations to each shareholder who would have been entitled to vote thereon and did not participate in the adoption thereof.

ARTICLE XII

EMERGENCY REGULATIONS AND BYLAWS

     In the event of an emergency, as defined in Revised Code Section 1701.01(U), directors’ meetings may be held and conducted as provided at the time in Revised Code Section 1701.11(F), and any action so taken shall be the action of the corporation. The provisions of that subsection with regard to executive and other officers shall also apply. The directors operating during an emergency shall have authority to adopt such bylaws as they deem best for the conduct of their meetings.

     Adopted as of May 28, 2004.

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EX-3.73 49 l18301aexv3w73.htm EXHIBIT 3.73

Exhibit 3.73

ARTICLES OF INCORPORATION

OF

HEALTH SERVICES PERSONNEL, INC.

Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation.

     (1) The name of the corporation is HEALTH SERVICES PERSONNEL, INC.

     (2) The number of shares the corporation is authorized to issue is One Hundred Thousand (100,000). These shares shall be all of one class, designated as common stock.

     (3) The street address and county of the initial registered office of the corporation is 3948 Merton Drive, Raleigh, Wake County, North Carolina 27609.

     (4) The name of the initial registered agent is Nena W. Reeves.

     (5) The purposes for which the corporation is organized are:

     a) to engage in the business of providing contract personnel for Health Services; and

     b) to engage in any other lawful activity for which corporations may be organized under Section 55 of the General Statutes of North Carolina.

     (6) The number of directors of the corporation may be fixed by the By-Laws. The number of directors constituting the initial Board of Directors shall be four (4) and the names and addresses of the persons who are to serve as Directors until the first meeting of shareholders or until their successors shall be duly elected and qualified are:

NAME	ADDRESS
Meldon P. Wood	130 Longview Lane Drive
	Raleigh, NC 27610

NAME	ADDRESS
Sandra W. Jones	Route 5,
	1093 Pinecrest Rd.
	Southport, NC 27603
Sonya W. Price	5420 Holland Church Rd.
	Raleigh, NC 27603
Nena W. Reeves	412 Cardinal Drive
	Clayton, NC 27520

     (7) No director of the corporation shall have personal liability arising out of an action whether by or in the right of the corporation or otherwise for monetary damages for breach of his or her duty as a director; provided, however, that the foregoing shall not limit or eliminate the personal liability of a director with respect to (i) acts or omissions not made in good faith that such director at the time of the breach knew or believed were in conflict with the best interest of the corporation, (ii) any liability under Section 55-8-33 of the North Carolina General Statutes or any successor provision, (iii) any transaction from which such director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date of the effectiveness of this Article. As used in this Article, the term “improper personal benefit” does not include a director’s compensation or other incidental benefit for or on account of his or her service as a director, officer, employee, independent contractor, attorney, or consultant of the corporation.

     Furthermore, notwithstanding the foregoing provision, in the event that Section 55-8 or any other provision of the North Carolina General Statutes is amended or enacted to permit further limitation or elimination of the personal liability of a director, the personal liability of the corporation’s directors shall be limited or eliminated to the fullest extent permitted by the applicable law.

     This Article shall not affect a charter or by-law provision or contract or resolution of the corporation indemnifying or agreeing to indemnify a director against personal liability. Any repeal or modification of this Article shall not adversely affect any limitation hereunder on the personal liability of a director with respect to acts or omissions occurring prior to such repeal or modification.

(8) The name and address of the incorporator is:

Name	Address
George M. Anderson	1 Exchange Plaza
	Raleigh, NC 27601

(9) These Articles of Incorporation will be effective upon filing in the office of Secretary of State of North Carolina.

In WITNESS WHEREOF, I have hereunto set my hand this                      day of                     , 1990.

	/s/ George M. Anderson
	George Anderson, Incorporator
GMA:srs
c/Articles

EX-3.74 50 l18301aexv3w74.htm EXHIBIT 3.74

Exhibit 3.74

This is a copy of the code of By-Laws approved and adopted by the Directors of the corporation pursuant to Consent to Action without Meeting dated October 26, 1990.

     /s/ Sonya W. Price

Secretary

BY-LAWS
OF
HEALTH SERVICES PERSONNEL, INC.

ARTICLE I

Offices

     Section 1. Principal Office. The principal office of the corporation shall be located at such place as the Board of Directors may fix from time to time.

     Section 2. Registered Office. The registered office of the corporation, which by law is required to be maintained within the State of North Carolina, may be, but need not be, identical with the principal office.

     Section 3. Other Offices. The corporation may have offices at such places, either within or outside the State of North Carolina, as the Board of Directors may from time to time determine or as the affairs of the corporation may require.

ARTICLE II

Meeting of Shareholders

     Section 1. Annual Meetings. The annual meeting of the shareholders for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held in the month of March of each year on any day except a Saturday, Sunday or legal holiday in that month, as determined by the Board of Directors.

     Section 2. Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these By-Laws, a substitute annual meeting may be called in the manner provided for the call of a special meeting in accordance with the provisions of Section 3 of this Article II and a substitute annual meeting so called shall be

     Section 3. Special Meetings. Special meetings of the shareholders may be called at any time by the President, or any two members of the Board of Directors, or by any shareholder pursuant to the written request of the holders of not less than one-tenth (l/10th) of all the shares to vote at the meeting.

     Section 4. Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation except that a meeting may be held at such other place, within or outside

the State of North Carolina, as may be designated in a duly executed waiver of notice of such meeting or as may be otherwise agreed upon in advance by a majority of the shareholders entitled to vote at such meeting.

     Section 5. Notice of Meetings. Written notice stating the date, time, and place of the meeting shall be given not less than ten nor more than sixty days before the date of any shareholders’ meeting, either by personal delivery, or by telegraph, teletype, or other form of wire or wireless communication, or by facsimile transmission or by mail or private carrier, by or at the direction of the Board of Directors, the President, the Secretary, or other person calling the meeting, to each shareholder entitled to vote at such meeting; provided that such notice must be given to all shareholders with respect to any meeting at which a merger or share exchange is to be considered and in such other instances as required by law. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, correctly addressed to the shareholder at the shareholder’s address as it appears on the current record of shareholders of the corporation, with postage thereon prepaid.

     In the case of a special meeting, the notice of meeting shall include a description of the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not include a description of the purpose or purposes for which the meeting is called unless such a description is required by the provisions of the North Carolina Business Corporation Act.

     When a meeting is adjourned to different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment and if a new record date is not fixed for the adjourned meeting; but if a new record date is fixed for the adjourned meeting (which must be done if the new date is more than 120 days after the date of the original meeting), notice of the adjourned meeting must be given as provided in this section to persons who are shareholders as of the new record date.

     Section 6. Waiver of Notice. Any shareholder may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the shareholder, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance, in person or by proxy, at a meeting: (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder or his proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or his proxy objects to considering the matter before it is voted upon.

     Section 7. Shareholder’s List. Before each meeting of shareholders, the Secretary-of-the corporation shall prepare an alphabetical list of the shareholders entitled to notice of such meeting. The list shall be arranged by voting group (and within each voting by class or series of shares) and show the address of and number of shares held by each shareholder. The list shall be kept on file at the principal office of the corporation, or at a place identified in the meeting notice in the city where the meeting will be held, for the period beginning two business days after notice of the meeting is given and continuing through the meeting, and shall be subject to

inspection by any shareholder, his agent or attorney, at any time during the meeting or any adjournment thereof.

     Section 8. Voting Group. All shares or one or more classes or series that under the Articles of Incorporation or the North Carolina Business Corporation Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders constitute a voting group. All shares entitled by the Articles of Incorporation or the North Carolina Business Corporation Act to vote generally on a matter are for that purpose a single voting group. Classes or series of shares shall not be entitled to vote separately by voting group unless expressly authorized by the Articles of Incorporation or specifically required by law.

     Section 9. Quorum. Shares entitled to vote as a separate voting group may take action at the meeting only if a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

     Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

     In the absence of a quorum at the opening of any meeting or shareholders, such meeting may be adjourned from time to time by the vote of a majority of the votes case on the motion to adjourn; and, subject to the provisions of Section 5 of this Article II, at any adjourned meeting any business may be transacted that might have been transacted at the original meeting if a quorum exists with respect to the matter proposed.

     Section 10. Proxies. Shares may be voted either in person or by. one or more proxies authorized by a written appointment of proxy signed by the shareholder or by his duly authorized attorney. in fact. An appointment of proxy is valid for eleven months from the date of its execution, unless a different period is expressly provided in the appointment form.

     Section 11. Voting of Shares. Subject to the provisions of the Articles of Incorporation, each outstanding share shall, be entitled to one vote on each matter voted on at a meeting of shareholders.

     Except in the election of Directors as governed by the provisions of section 3 of Article III, if a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater vote is required by law or the article of Incorporation or these By-Laws.

     Absent special circumstances, shares of the corporation are not entitled to vote if they are owned, directly or indirectly, by another corporation in which the corporation owns, directly or indirectly, a majority of the shares entitled to vote for Directors of the second corporation; provided that this provision does not limit the power of the corporation to vote its own shares held by it in a fiduciary capacity.

     Section 12. Informal Action by Shareholders. Any action that is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if one or more written

consents, describing the action so taken, shall be signed by all of the shareholders who would be entitled to vote upon such action at a meeting, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

     If the corporation is required by law to give notice to non-voting shareholders of action to be taken by unanimous written consent of the voting shareholders, then the corporation shall give the non-voting shareholders, if any, written notice of the proposed action at least ten days before the action is taken.

ARTICLE III

Board of Directors

     Section 1. General Powers. The property, affairs and business of the corporation shall be managed by the Board of Directors.

     Section 2. Number, Term and Qualifications. The number of Directors constituting the Board of Directors shall not be fewer than three, except that if and so long as all of the shares of the corporation are owned of record by either one or two shareholders, the number of record by either one or two shareholders, the number of Directors may be fewer than three but not fewer than the number of such shareholders. The authorized number of Directors, within the limits above specified, shall be determined by the affirmative vote of a majority of the whole Board given at a regular or special meeting of the Board of Directors; provided that if the number so determined is to be increased, or decreased, notice of the proposed increase or decrease shall be included in the notice of such meeting. Each Director shall hold office for a period of one year or until his death, resignation, retirement, removal, disqualification. Directors need not be residents of the State of North Carolina or shareholders or the corporation.

     Section 3. Election of Directors. Except as provided in Section 5 of this Article, the Directors shall be elected at the annual meeting of shareholders and the persons who shall receive the highest number of votes shall be the elected Directors. If prior to voting for the election of Directors demand therefor shall be made by or on behalf of any shares entitled to vote at such meeting, the election of Directors shall be by ballot.

     Section 4. Removal of Directors. The Board of Directors or any individual director may be removed from office, with or without cause, by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors. A Director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the Director. If any or all Directors are so removed, new Directors may be elected at the same meeting.

     Section 5. Vacancies. A vacancy in the Board of Directors created by an increase in the authorized number of Directors shall be filled only by election at. an annual meeting of shareholders or at a special meeting of shareholders called for that purpose. Any vacancy in the Board of Directors created other than by an increase in the number of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by the sole remaining

director. The shareholders may elect a director at any time to fill any vacancy not filled by the Directors. In the event of the resignation of a director to take effect at a future date either the Board of Directors or the shareholders, at any time after tender of such resignation, may elect a successor to such director to take office as of the effective date of such resignation.

     Section 6. Compensation of Directors. The Board of Directors may cause the corporation to compensate Directors for their services as Directors and may provide for the payment by the corporation of all expenses incurred by Directors in attending regular and special meetings of the Board.

     Section 7. Chairman of the Board. There may be a Chairman of the Board of Directors elected by the Directors from their number at our meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

ARTICLE IV

Meetings of Directors

     Section 1. Regular Meetings. A regular annual meeting of the Board of Directors may be held immediately after the annual meeting of shareholders and if not then held shall be held within a reasonable time thereafter. In addition, the Board of Directors may provide, by resolution, for additional regular meeting.

     Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two (2) Directors.

     Section 3. Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the corporation except that such meetings may be held at such other place, within or outside the State of North Carolina as may be designated in a duly executed waiver of notice of such meeting or as may be otherwise agreed upon in advance of the meeting by a majority of the Directors.

     Section 4. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. Special meetings shall be called on not less than two (2) days’ prior notice. Notice of a special meeting need not state the purpose thereof and such notice shall be directed to each director at his residence or usual place of business by mail, cable, telegram or personal delivery or other usual means of communication. The presence of a director at a meeting shall constitute a waiver of notice of that meeting except only when such director attends the meeting solely for the purpose of objecting to the transaction of any business thereat, on the ground that the meeting has not been lawfully called, and does not otherwise participate in such meeting.

     Section 5. Quorum and Manner of Acting. A majority of the number of Directors fixed by these By-Laws as: the number of Directors of the corporation shall constitute a quorum for the transaction of any business at any meeting of the. Board of Directors. Except as otherwise expressly provided in this section, 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. The vote of a majority of the number of Directors fixed by these By-Laws. as the number of Directors of the corporation shall be required to adopt a resolution appointing the Executive Committee, and the vote of a majority of the Directors then holding office shall be required to adopt, amend or repeal a by-law or to dissolve the corporation pursuant to the provisions of the North Carolina Business Corporation Act.

     Section 6. Presumption of Assent. 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: (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or to transacting business at the meeting; or (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after the adjournment of the meeting. Such right of dissent or abstention is not available to a director who votes in favor of the action taken.

     Section 7. Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records.

     Section 8. Committees of the Board. The Board of Directors may create an Executive Committee and other committees of the board and appoint members of the Board of Directors to serve on them. The creation of a committee of the board and appointment of members to it must be approved by the greater of: (a) a majority of the number of directors in office when the action is taken or (b) the number of Directors required to take action pursuant to Section 5 of this Article IV. Each committee of the board must have two or more members and, to the extent authorized by law and specified by the Board of Directors, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. Each committee member serves at the pleasure of the Board of Directors. The provisions in these By-Laws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees of the board established under this section.

     Section 9. Resignations. Any director may resign at any time by giving written notice to the President or the Secretary of the corporation. Such resignation shall take effect at the time specified therein, of if no time is specified therein, at the time such resignation is receive by the President or Secretary of the corporation unless it shall be necessary to accept such resignation before it comes effective, in which event the resignation shall take effect upon its acceptance by the Board of Directors. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

ARTICLE V

Indemnification

     Section 1. Expenses and Liabilities. The corporation shall have the power to indemnify any present or former Director, officer, employee or agent or any person who has served or is serving in such capacity at the request of the corporation in any other corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, with respect to any liability or litigation expense, including reasonable attorney’s fees, incurred by any such person to the extent and upon the terms and conditions provided by law.

     To the extent and upon the terms and conditions provided by law, the corporation shall indemnify any and all of its officers and Directors against liability and litigation expense, including reasonable attorney’s fees, arising out of their status as such or their activities in any of the foregoing capacities (excluding, however, liability or litigation expense which any of the foregoing may incur on account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the corporation), and said officers and Directors shall be entitled to recover from the corporation, and the corporation shall pay, all reasonable costs, expenses, and attorneys’ fees in connection with the enforcement of rights to indemnification granted herein. Any person who at time after the adoption of this By-Law serves or has served in either of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon and as consideration for the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provisions of this By-Law.

     Section 2. Advance Payment of Expenses. Expenses incurred by a Director, officer, employee, or agent in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case or as authorized or required under any charter or By-Law provision or by any applicable resolution or contract 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 is entitled to be indemnified by the corporation against such expenses.

     Notwithstanding the provisions of the preceding paragraph, the corporation shall, upon receipt of an undertaking by or on behalf of the Director or officer involved to repay the expenses described in Article V, Section 1, Paragraph 2 unless it shall ultimately be determined that he is entitled to be indemnified by the corporation against such expenses, pay expenses incurred by such Director or officer in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding.

     Section 3. Insurance. 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, or is or was serving at the request of the corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan against any liability asserted against him and benefit plan 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.

ARTICLE VI

Officers

     Section 1. Number of Officers. The officers of the corporation shall be a President, one (1) or more Vice Presidents, a Secretary and a Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article VI. Any two (2) offices or more may be held by one (1) person, except the offices of President and Secretary, but no officer shall sign or execute any document in more than one (1) capacity.

     Section 2. Election, Term of Office and Qualifications. Each officer, except such officers as may be appointed in accordance with the provisions of section 3 of this Article VI, shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified or shall have been removed from office.

     Section 3. Subordinate Officers and Agents. The Board of Directors from time to time may appoint officers or agents, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officer or agent and to prescribe his respective authority and duties.

     Section 4. Removal. The officers specifically designated in Section 1 of this Article VI maybe removed, either with or without cause, by vote of a majority of the whole Board of Directors at a special meeting of the Board called for that purpose. The officers appointed in accordance with the provisions of Section 3 of this Article VI may be removed, either with or without cause, by the Board of Directors, by a majority vote of the Directors present at any meeting, or by any officer or agent upon whom such power of removal may be conferred by the Board of Directors. The removal of any person from office shall be without prejudice to the contract rights, if any, of the person so removed.

     Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or the Secretary of the corporation, or if he was appointed by an officer or agent in accordance with Section 3 of this Article VI by giving written notice to the officer or agent who appointed him. Any such resignation shall taken effect upon its being accepted by the Board of Directors or by the officer or agent appointing the person so resigning.

     Section 6. Vacancies. A vacancy in any office because of death, resignation, removal or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed by these by-laws for regular appointments or elections to such offices.

     Section 7. President. The president shall be the principal executive officer of the corporation, and, subject to the instructions of the Board of Directors, shall have general charge

of the business, affairs and property of the corporation and control over its other officers, agents and employees. He shall preside at all meetings of the shareholders. The President shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

     Section 8. Vice President. At the request of the President, or in his absence or disability, the Vice President, and if there be more than one (1) Vice President, the Vice President designated by the Board of Directors, or in the absence of such designation, the Vice President designated by absence of such designation, the Vice President designated by the President, shall perform all the. duties of the President and when so acting shall have all the powers of and be subject to all restrictions upon the President. The Vice Presidents shall perform such other duties and have such authority as from time to time may be assigned to them by the Board of Directors.

     Section 9. Secretary. The Secretary shall keep the minutes of the meetings of shareholders and of the Board of Directors, and shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law. He shall be custodian of the records, books, reports, statements, certificates and other documents of the corporation and of the seal of the corporation, and see that the seal is affixed to all share certificates prior to their issuance and to all documents requiring such seal. In general, he shall perform all duties and he shall perform such other duties and have such other authority as from time to time may be assigned to him by the Board of Directors.

     Section 10. Treasurer. The Treasurer shall have supervision over the funds, securities, receipts and disbursements of the corporation. He shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose, and he shall cause a true statement of its assets and liabilities, as of the close of each fiscal year, and of the results of its operations and of changes including particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office of the corporation within four (4) months after the end of such fiscal year. The statement so filed shall be kept (10) years and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon his written request for the same. He shall in general perform all duties have all authority incident to the office of Treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted to him by the Board of Directors. He may be required to give a bond for the faithful performance of his duties in such form and amount as the Board of Directors may determine.

     Section 11. Duties of Officers May Be Delegated. In case of the absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director for the time being provided a majority of the entire Board of Directors concurs therein.

     Section 12. Salaries of Officers. No officer of the corporation shall be prevented from receiving a salary as such officer or from voting thereon by reason. of the fact that he is also a director of the corporation. The salaries of the officers of the corporation, including such officers as may be Directors of the corporation, shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any officer who has been given

power to appoint subordinate officers or agents, as provided in Section 3 of this Article VI, the authority to fix the salaries or other compensation of any such officers or agents appointed by him.

ARTICLE VII

Contracts, Loans, Deposits, Checks, Drafts, Etc.

     Section 1. Contracts. Except as otherwise provided in these by-laws the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instrument 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 and except as authorized by the Board of Directors. Any officer or agent of the corporation thereunto so authorized may effect loans or advances for the corporation and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the corporation. Any such officer or agent, when thereunto so security for the payment of any and all loans, advances, property and all stocks, bonds, other securities and other personal property at any time held by the corporation, and to that end may endorse, assign and deliver the same, and to every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances.

     Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents of the corporation to whom such power may from time be given by the Board of Directors.

     Section 4. Checks, Drafts, Etc. All notes, drafts, acceptance checks and endorsements or other evidences of indebtedness shall be signed by the President or a Vice President and by the Secretary or the Treasurer, or in such other manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories will be made by the President or Treasurer or by any officer or agent who may be designated by resolution of the Board of Directors in such manner as such resolution may provide.

     Section 5. Proxies. Any share in any other corporation which may from time to time be held by the corporation may be represented and voted at any meeting of shareholders of such other corporation by any person or persons thereunto authorized, by the President or a Vice President or by any proxy appointed in writing by the President or a Vice President.

ARTICLE VIII

Certificates for Shares and Their Transfer

     Section 1. Certificates for Shares. Certificates for shares of the corporation shall be in such form as shall be approved by the Board of Directors. They shall be singed by the President or a Vice President and by the Secretary or the Treasurer and sealed with the seal of the corporation, which seal may be a facsimile, engraved or printed.

     Section 2. Transfers of Shares. A book shall be kept containing the names, alphabetically arranged, of all shareholders of the corporation, showing their places of residence, the number of shares held by them respectively, the time when they respectively became owners thereof and the amount paid thereon. Transfers of the shares of the corporation shall be made on the books of the corporation at the direction of the record holder thereof or his attorney thereunto duly authorized by a power of attorney duly executed and filed with the Secretary, or with the transfer agent, if any, for such shares properly endorsed. The corporation shall be entitled to treat the holder of record of any share or shares as the holder and owner thereof and shall not be bound to recognize any legal, 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 expressly provided by the laws of the State of North Carolina.

     Section 3. Lost or Destroyed Certificates. The holder of any share or shares of the corporation shall immediately notify the corporation of any loss, destruction, theft or mutilation of the certificate therefor and the corporation, with the approval of the Board of Directors, may issue a new certificate for such share or shares in the place of such notification theretofore issued by it alleged to have been lost, destroyed, stolen or mutilated or his legal representative to give the corporation and its transfer agent and its registrar, if any, before the issuance of such new certificate, a bond of sureties as the Board of Directors may direct or the Board, by resolution reciting that circumstances justify such action, may authorize the issuance of such new certificate without requiring bond.

     Section 4. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance and transfer of certificates for shares of the corporation and may appoint transfer agents or registrars, or both, and may require all certificates of stock to bear the signature of either or both.

     Section 5. 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 dividends, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the share transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the share 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 share 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 or which the particular action, requiring such determination of shareholders, is to be taken.

If the share transfer books are not closed and no record date is fixed for the determination of 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.

ARTICLE IX

General Provisions

     Section 1. Corporate Seal. The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.

     Section 2. Fiscal Years. The fiscal year of the corporation shall be established by resolution of 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 the North Carolina Business Corporation Act or under the provisions of the Articles of Incorporation or By-Laws of this 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. Amendments. Except as otherwise provided in the Articles of Incorporation or by law, these By-Laws may be amended or repealed and new By-Laws may be adopted by the Board of Directors.

     No By-Law adopted, amended, or repealed by the shareholders shall be readopted, amended, or repealed by the Board of Directors, unless the Articles of Incorporation or a -By-Law adopted the shareholders authorizes the Board of Directors to adopt, amend, or repeal that particular By-Law or By-laws generally.

     Section 5. Definitions. Unless the context otherwise requires, terms used in these By-Laws shall have the meanings assigned to them in the North Carolina Business Corporation Act to the extent defined therein.

[corp\bylaws2.w5]

EX-3.75 51 l18301aexv3w75.htm EXHIBIT 3.75

Exhibit 3.75

ARTICLES OF INCORPORATION

Honorable Roy Blunt
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do hereby adopt the following Articles of Incorporation.

ARTICLE I

     The name of the corporation is HYDESBURG ESTATES, INC.

ARTICLE II

     The address, including street and number of the corporation’s initial registered office in this state, is 111 W. Broadway, P.O. Box 117, Bolivar, Polk County, Missouri, 65613, Missouri, and the name of its initial registered agent at such address is Kerry D. Douglas.

ARTICLE III

     The aggregate number of shares which the corporation shall have the authority to issue shall be 30,000, shares of common stock, all of such shares to have a par value of $1.00 each. Said shares shall not have any preferences, qualifications, limitations, restrictions or special rights.

ARTICLE IV

     The pre-emptive rights of shareholders are not limited.

ARTICLE V

     The name and address of the incorporator of the corporation is Jack Baker, 308 W. Jackson, Bolivar, Missouri, 65613.

ARTICLE VI

     The number of directors to constitute the first Board of Directors is 2. Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws. .Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE VII

     The duration of the corporation is perpetual.

ARTICLE VIII

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX

     The corporation is formed for the following purposes:

     To own, lease, operate and manage a residential facility or facilities for the mentally or physically handicapped, mentally or emotionally ill, or other persons requiring residential care. To purchase, lease, hire, or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds of property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares in accordance with the provisions and limitations of Section 351.390 RSMo. 1969.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or

more or all of. the acts; and things herein set forth and all such other acts, things, business, or businesses in any manner connected therewith or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly, to promote the interest of the corporation or enhance the value or render profitable any of its property or rights or for the purpose of attaining or furthering any of its objects and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may-be exercised by law, either by or through principals, agents, attorneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world-, and in addition,. to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this                    , day of May, 1990.

          /s/ Jack Baker

JACK BAKER

STATE OF MISSOURI            )
                                                   ) ss.
COUNTY OF POLK                 )

I, Donna L. Shelenhamer, a Notary Public, do hereby certify that on the ___ of May, 1990, personally appeared before me Jack Baker, who being by me first duly sworn, declares that he is the person who signed the foregoing document as incorporator and the statements therein contained are true.

           /s/ Donna L. Shelenhamer

Donna L. Shelenhamer

Notary Public

My commission Expires:

March 2, 1994

EX-3.76 52 l18301aexv3w76.htm EXHIBT 3.76

Exhibit 3.76

BY-LAWS

OF

HYDESBURG ESTATES, INC.

ARTICLE I

Offices

     The principal office of the corporation in the State of Missouri shall be located in Bolivar, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within

the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

     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 Missouri, 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. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversation or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective, as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the

shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at. any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many

votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the corporation, shall be 2, each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized

to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or

vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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 therefore.

ARTICLE IV

Officers

     Section 1. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and perform such duties in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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 interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties

incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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, President, the Vice-Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers o and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by custodian of the corporate records and of the seal of the corporation

and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, 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 general charge of the stock transfer books of the corporation; (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 by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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, 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, Treasurer or an Assistant Secretary or Treasurer, 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 the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have

been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore 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 first day of July in each year and end on the last day of June in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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 Against

Liabilities And Expenses In Actions

Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably

incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as. the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

These by-laws may be altered, amended or repealed and any bylaws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Jack Baker	/s/ Susie Baker
JACK BAKER	SUSIE BAKER

EX-3.77 53 l18301aexv3w77.htm EXHIBIT 3.77

Exhibit 3.77

ARTICLES OF INCORPORATION

Honorable Rebecca McDowell Cook
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do hereby adopt the following Articles of Incorporation.

ARTICLE I.

     The name of the corporation is Individualized Supported Living, Inc.

ARTICLE II.

     The address, including street and number of the corporation’s initial registered office in this state, is 308 W, Jackson, Bolivar, Missouri, 65613, and the name of its initial registered agent at such address is Frank Follis.

ARTICLE III.

     The aggregate number of shares which the corporation shall have the authority to issue shall be 30,000, shares of common stock, all of such shares to have a par value of $1.00 each. Said shares shall not have any preferences, qualifications, limitations, restrictions or special rights.

ARTICLE IV.

     The pre-emptive rights of shareholders are not limited.

ARTICLE V.

The name and address of the incorporator of the corporation is Frank Follis, 308 W. Jackson, Bolivar, Missouri.

ARTICLE VI.

     The number of directors to constitute the first Board of Directors is four. Thereafter, the number of directors shall be fixed by, or in the manner provided in the By-Laws. Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

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7380.001

ARTICLE VII.

     The duration of the corporation is perpetual.

ARTICLE VIII.

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX.

     The corporation is formed for the following purposes:

     To own, lease, operate and manage a residential facility or facilities for the mentally or physically handicapped, mentally or emotionally: ill, or other persons requiring residential care.

     To purchase, lease, hire, or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds off property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own share in accordance with the provisions and limitation of Section 351.390 RSMo.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things, business, or business in any manner connected therewith or necessary,. incidental convenient or, auxiliary thereto, or calculated directly or indirectly, to promote the, interest of the corporation or enhance the value or render profitable any of its property rights or for the purpose of attaining or furthering any of its object and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may be exercised by law, either by or alone or in conjunction with others, and in any part of the world, and in addition, to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation.

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     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 3rd day of January, 1995.

           /s/ Frank Follis

FRANK FOLLIS

STATE OF MISSOURI	)
	)
COUNTY OF POLK	)

     I, Donna L. Shelenhamer, a Notary Public, do hereby certify that on the 3rd day of January, 1995, personally appeared before me Frank Follis, who being by me first duly sworn, declares that he is the person who signed the foregoing document as incorporator and the statements therein contained are true.

           /s/ Donna L. Shelenhamer

Donna L. Shelenhamer Notary Public

My Commission Expires: March 2, 1998.

Unanimous Consent to	Page 3 of 3
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7380.001

EX-3.78 54 l18301aexv3w78.htm EXHIBIT 3.78

Exhibit 3.78

BYLAWS
OF
INDIVIDUALIZED SUPPORTED LIVING, INC.

ARTICLE I

Offices

     The principal office of the Corporation in the State of Missouri shall be located in Bolivar, Missouri. The Corporation may have such other offices, either within or without the State of Missouri, as the business of the Corporation may require from time to time.

     The registered office of the Corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meetings of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or of any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of a meeting shall be the registered office of the Corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid.

     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 Missouri, 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. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the Corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversion or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of, the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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. kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to ,cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the Corporation, shall be four, each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the . Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is

without the State of Missouri, an additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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 of waiver of notice of such meeting.

     Section 6. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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. Number: The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The President shall be chosen from the Members of the Board of Directors. The remaining officers of the Corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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 interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the Corporation, and shall, in general, supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general 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: 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 VicePresident, the Vice-Presidents 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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) by custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, or 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 general charge of the stock transcript books of the Corporation; (g) in general perform all duties incidental to the office of Secretary and such other duties as may, from time to time, be assigned to him/her by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

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 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, 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, Treasurer or an Assistant Secretary or Treasurer, 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 the 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 first day of July in each year and end on the last day of June in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever is required to be given under the provisions of these bylaws, or under the provisions of the articles of incorporation, or under the provisions of The General and Business Corporation Act of Missouri, 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 Against

Liabilities And Expenses In Actions

     Each director or officer, or former director or officer of this Corporation, and his legal representatives, shall be indemnified by this Corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this Corporation, served as director or officer of another Corporation in which such Corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the Corporation so requesting him to serve; provided that in neither case shall the Corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Corporation shall have first approved such proposed compromise settlement and determined that the director or officer

involved was not guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any laws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Jack Baker JACK BAKER

/s/ Susie Baker SUSIE BAKER

/s/ Frank Follis FRANK FOLLIS

/s/ Marilyn Follis MARILYN FOLLIS

EX-3.79 55 l18301aexv3w79.htm EXHIBIT 3.79

Exhibit 3.79

ARTICLES OF INCORPORATION

OF J. & J. CARE CENTERS, INC.

ONE The name of this corporation is J. & J. Care Centers, Inc.

TWO: 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.

THREE: The name and address in this state of this corporation’s initial agent for service of process is Jack Brockbank, 2528 Del Mar, Penryn, Calif. 95663.

FOUR: This corporation is authorized to issue only one class of shares which shall be designated “common” shares. The total authorized number of such shares that may be issued is 100,000.

Dated: March 27, 1985.

/s/ James Hooyenga

James Hooyenga, Incorporator

     I declare that I am the person who executed the above Articles of Incorporation and that this instrument is my act and deed.

/s/ James Hooyenga

James Hooyenga, Incorporator

STATE OF CALIFORNIA	)
	)	ss
COUNTY OF San Bernardino	)

On March 27 , 1985 before me, a Notary Public for the State of California, personally appeared James Hooyenga known to me to be the person whose name is subscribed to this instrument and acknowledged to me that he executed this instrument.

/s/ William T. Gray  

EX-3.80 56 l18301aexv3w80.htm EXHIBIT 3.80

Exhibit 3.80

BYLAWS

OF

J AND J CARE CENTERS, INC.

ARTICLE I

OFFICES

     Section I. PRINCIPAL OFFICE. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside the State of California, and the corporation has one 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 2. OTHER OFFICES. The corporation may also establish offices at such other places, both within and outside the State of California, 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. 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.

     Section 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held as may be fixed by the board of directors; provided, however, that should said day fall upon a legal holiday, such annual meeting of shareholders shall be held at the same time on the next succeeding day which is a full business day. At such meeting, directors shall be elected and any other proper business may be transacted.

     Section 3. SPECIAL MEETINGS. A special meeting of the shareholders may be called at any time by the board of directors, the chairman of the board, the president, or one or more shareholders holding in the aggregate shares entitled to cast not less than 10% of the votes at any such meeting.

     If a special meeting is called by anyone other than the board of directors, the request shall be in writing, specifying the time of the meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving such request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5

of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, 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 receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 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 4. NOTICE OF MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article 11 not less than ten (10) nor more than sixty ( 60) days before the date of the meeting being noticed. The notice shall specify 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, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

     If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code (the “Code”), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall also state the general nature of such proposal.

     Section 5. MANNER OF GIVING NOTICE. Notice of any meeting of shareholders shall be given personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the shareholder’s address appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice shall be deemed to have been given when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

     If any notice 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 Service is unable to deliver the notice 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 to the shareholder upon written demand at the principal executive office of the corporation for a period of one year from the date of the giving of such notice or report to all other shareholders.

     An affidavit of the mailing or other means of giving any notice of any shareholders’

meeting shall be executed by the secretary, assistant secretary or any transfer agent of the corporation, and shall be filed and maintained in the minute book of the corporation.

     Section 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 at any meeting of shareholders shall constitute a quorum for the transaction of business. 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.

     Section 7. ADJOURNMENT. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting, except as provided in Section 6 of this Article II.

     When any meeting of shareholders, annual or special, 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 a 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, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and S of this Article II. At any adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

     Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Code (relating to voting shares held by a fiduciary, in the name of a corporation or in the names of two or more persons). The vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by a shareholder at the meeting and before the voting begins. Any shareholder entitled to vote on any matter (other than elections of directors) may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, 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. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Code or the articles of incorporation.

     At a shareholders’ meeting involving the election of directors, no shareholder shall be entitled to cumulate votes on behalf of any candidate for director (i.e., each shareholder shall be entitled to cast for any one or more candidates no greater number of votes than the number of shares held by such shareholder) unless such candidate or candidates’ names have been placed in

nomination prior to the voting and the shareholder has given notice prior to the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such notice, every shareholder entitled to vote may cumulate votes for candidates in nomination and give one 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 as many candidates as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

     Section 9. WAIVER OF NOTICE: CONSENT. The transactions*of any meeting of shareholders, annual or special, however called and noticed, and wherever held, shall be 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 person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice, or a consent to a holding of the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or 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 shall also constitute 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 is not a waiver of any right to object to the consideration of matters not included in the notice of such meeting if such objection is expressly made at the meeting.

     Section 10. ACTION WITHOUT MEETING. Unless otherwise provided in the articles of incorporation, 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, is 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. In the case of election of directors, such consent shall be effective only if signed by the holders of all outstanding shares entitled to vote.for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors not filled by the directors, by the 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 holder, 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 prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

     Unless the consents of all shareholders entitled to vote have been solicited in writing, the secretary shall give prompt notice of any corporate action approved by the shareholders without

a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of -(i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of agents of the corporation, pursuant to Section 317 of the Code, (iii) a .reorganization of the corporation, pursuant to Section 1201 of the Code, or (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, such notice shall be given at least ten (10) days before the consummation of the action authorized by any such approval.

     Section 11. RECORD DATE. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, 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 the meeting nor more than sixty (60) days prior to the action without a meeting, ___and in such case only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares oil the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

     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, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

     Section 12. PROXIES. Every person entitled to vote for directors or on any other matter 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 signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote pursuant thereto is counted; provided, however, that no such proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, 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 Section 705(e) and (f) of the Code.

     Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons (other than nominees for office) to act as inspectors of election at the meeting or any adjournments thereof. If inspectors of election are not so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one ( I) or three (3). If inspectors are appointed at a meeting on the request of one 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 any person appointed as inspector fails to appear or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to replace the one who so failed or refused. If there are three (3) inspectors of election, the decision, act or certificate of a majority of them is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III

DIRECTORS

     Section 1. POWERS. Subject to the provisions of the California General Corporation Law 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, 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.

     Section 2. NUMBER. The authorized number of directors shall be three (3), until changed by an amendment to the articles of incorporation or, if permitted by Section 212 of the Code, by an amendment to this bylaw, duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of directors to a number less than five (5) 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.

     Section 3. ELECTION AND TERM OF OFFICE. Directors shall be elected at each annual meeting of the 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.

     Section 4. REMOVAL. Any or all of the directors may be removed by order of court pursuant to Section 304 of the Code, or by the shareholders pursuant to the provisions of Section 303 of the Code.

     Section 5. VACANCIES. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by

the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

     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 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 who has been convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

     The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

     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, the board of directors may elect a successor to take office when the resignation becomes effective.

     No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     Section 6. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. 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. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board 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 there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating can hear one another, and all such directors shall be deemed to be present in person at such meeting.

     Section 7. REGULAR MEETINGS. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers and the transaction of other business. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Notice of regular meetings shall not be required.

     Section 8. SPECIAL MEETINGS. 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.

     Notice of the time and place of special meetings shall be delivered to each director

personally or by telephone or sent by— first-class mail or telegram, charges prepaid, addressed to each director at his or her address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone or telegraph, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

     Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Code (approval of contracts or transactions in which a director has a director indirect material financial interest), Section 311 of the Code (appointment of committees), and Section 317(e) of the Code (indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

     Section 10. WAIVER OF NOTICE; CONSENT. 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. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director.

     Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

     Section 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. The written consent or consents shall be filed with the minutes of the proceedings of the board.

     Section 13. FEES AND COMPENSATION. 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. Nothing contained herein shall 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 such service.

ARTICLE IV

COMMITTEES

     Section 1. COMMITTEES OF DIRECTORS. 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. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board, may have all the authority of the board, except with respect to:

     (a) the approval of any action which, under the California General Corporation Law, also requires shareholders’ approval or approval of the outstanding shares;

     (b) the filling of vacancies on the board of directors or in any committee;

     (c) the fixing of compensation of the directors for serving on the board or on any committee;

     (d) the amendment or repeal of bylaws or the adoption of new bylaws;

     (e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

     (f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

     (g) the appointment of any other committees of the board of directors or the members thereof.

     Section 2. MEETINGS AND ACTION. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Sections 6 (place of meetings and meetings by telephone), 7 (regular meetings), (special meetings), 9 (quorum), 10 (waiver of notice), II (adjournment) and 12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined by resolution of the board of directors as well as the committee; special meetings of committees may also be called by resolution of the board of directors; and 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.

ARTICLE V

OFFICERS

     Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be 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 V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

     Section 3. OTHER OFFICERS. The board of directors may appoint, and may empower the president to 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 the bylaws or as the board of directors may from time to time determine.

     Section 4. REMOVAL AND RESIGNATION. Subject to the rights, if any, of any officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors or, except in case of an officer chosen by the board of directors, byy any officer upon whom such power of removal may be conferred by the board of directors.

     Any officer may resign at any time by giving written notice to 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. Any such resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

     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 these bylaws for regular appointments to such office.

     Section 6. CHAIRMAN OF THE BOARD: The chairman of the board, 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 to him or her by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

     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 the officers of the corporation. He or she 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 or she 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 PRESIDENTS. In the absence or disability of the 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 the bylaws and the president or the chairman of the board.

     Section 9. SECRETARY. The secretary shall keep, or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders, with the time and place of holding, 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 or-at the office of the corporation’s transfer agent or registrar, 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 the bylaws or by law to be given, and he or she 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 the bylaws.

     Section 10. 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 at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit, or cause to be deposited, all moneys 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 or she shall disburse, or cause to be disbursed, 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 financial 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.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

     Section 1. INDEMNIFICATION. The corporation may, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation. For purposes of this Article VI, an “agent” of the corporation includes any person who is or was a director, officer, employee or other 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, or 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.

     Section 2. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by this corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

     Section 3. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this corporation or any subsidiary hereof may be entitled by contract or otherwise.

     Section 4. INSURANCE. Upon and in the event of a determination by the board of directors of this corporation to purchase such insurance, this corporation shall purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity. or arising out of the agent’s status as such whether or not this corporation would have the power to indemnify the agent against such liability.

ARTICLE VII

RECORDS AND REPORTS

     Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed, a record of its shareholders, giving 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 may (i) inspect and copy the records of shareholders’ names and 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 written demand and upon the tender of the transfer agent’s usual

charges for such list, 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 such list has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available to that shareholder on or before the later of five (5) 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 upon the written demand of any shareholder or holder of a voting trust certificate, at any 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. Any inspection and copying under this Section may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making such demand.

     Section 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 that 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 the corporation has no principal business office in that State, the Secretary shall, upon the written request of any shareholder, furnish to such shareholder a copy of the bylaws as amended to date.

     Section 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 any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the 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. Such minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary of the corporation.

     Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the_. physical properties of the corporation and each subsidiary corporation. 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 5. ANNUAL REPORTS. The annual report to shareholders referred to in Section 1501 of the Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they deem appropriate.

     Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding examination of any such statement or a copy shall be mailed to any such shareholder.

     If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes 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 then 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 such period, the chief financial officer shall cause such statement or statements to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within thirty (30) days after the receipt of such request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to such shareholder or shareholders within thirty (30) days after such request.

     The corporation also shall, upon the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared and a balance sheet as of the end of such period.

     The quarterly income statements and balance sheets referred to in this section 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 such financial statements were prepared without audit from the books and records of the corporation.

ARTICLE VIII

GENERAL MATTERS

     Section 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 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, and in such case only shareholders of record on the date so fixed 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 so fixed, except as otherwise provided in the California General Corporation Law.

     If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the date on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such action, whichever is later.

     Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All 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, from time to time, shall be determined by resolution of the board of directors.

     Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these 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, and such authority may be general or confined to specific instances; and, 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 engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that such certificates shall state the amount of the consideration to be paid therefor and the amount paid thereon. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or vice president and by the chief financial officer 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 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 5. LOST CERTIFICATES. Except as hereinafter in this Section provided, no new certificates for shares shall be issued in lieu of an old certificate unless the latter is surrendered to the corporation and cancelled. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions as the board may require, including provision for 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 such certificate or the issuance of a replacement certificate.

     Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to said officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any such officer in person or by any person authorized to do so by a proxy duly executed by said officer.

     Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person. All references in these bylaws to the California General Corporation Law or to sect“ns of the Code shall be deemed to be to such Law or sections as they may be amended and in effect and, if renumbered, to such renumbered provisions at the time of any action taken under the bylaws.

ARTICLE IX

AMENDMENTS

     Section 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 of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation.

     Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders to adopt, amend or repeal bylaws as provided in Section I of this Article IX, bylaws, other than a bylaw amendment changing the authorized number of directors, may be adopted, amended or repealed by the board of directors.

CERTIFICATE OF SECRETARY

     I, the undersigned, certify that:

     1. I am the presently elected and acting Secretary of this corporation; and

     2. The above Bylaws, consisting of fifteen (15) pages, including this page, are the Bylaws of this corporation as adopted at a meeting of the board of directors held on June 13, 1985.

     IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this corporation on June 13, 1985.

/s/ D. Jean Brockbank  

Secretary 

EX-3.81 57 l18301aexv3w81.htm EXHIBIT 3.81

Exhibit 3.81

ARTICLES OF INCORPORATION	*	UNITED STATES OF AMERICA
	*	STATE OF LOUISIANA
NORMAL LIFE FAMILY SERVICES, INC.	*	PARISH OF ORLEANS

     The undersigned, availing himself of the provisions of the Louisiana .Business Corporation Law does hereby organize himself, his successors and assigns, into a corporation in pursuance of that law, under and in accordance with the following Articles of Incorporation:

ARTICLE I

NAME

     The name of the corporation is:

Normal Life Family Services, Inc.

ARTICLE II

OBJECTS AND PURPOSES

     The objects and purposes for which this corporation is organized and the nature of the :business to be carried on by it are stated and declared to be as follows:

     To enter into any business lawful under the laws of the State Of Louisiana, either for its own account or for the account of others, as, agent, and either, as agent or principal, to enter upon or engage it, any kind of business of any nature whatsoever, in which corporations organized under the Louisiana business Corporations Law may engage; and to the extent not prohibited thereby to enter upon and engage in any kind of business of any nature whatsoever in any other state of the United States of America, any foreign nation, and any territory of any country to the extent permitted by the laws of such other state, nation or territory.

ARTICLE III

CAPITAL

     The aggregate number of shares which this corporation shall have authority, to issue is one-thousand (1,000), all without par value.

ARTICLE IV

INCORPORATOR

     The Incorporator’s name and post office address is:

Bernard H. Bering,
2500 Poydras Center
550 Poydras Street
New Orleans, Louisiana 70130

ARTICLE V

PREEMPTIVE RIGHTS

     The shareholders .shall have preemptive rights.

ARTICLE VI

REVERSION

     Cash, property or share dividends and shares issuable to shareholders in connection with a reclassification of stock which are not claimed by the shareholders thereto within one year after the dividend or redemption print) became payable or the Shares became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for :the shares to such shareholders within -such time, -shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’s obligation to pay such dividend or redemption price or issue such shares, as the case maybe, shall thereupon cease; provided that the Board of Directors may, at any time, for any reason satisfactory to it, but need not, authorize (a) the payment of :the amount of any cash or property divided or redemption price or (b) the issuance of any shares, ownership of which has reverted to the corporation

2

pursuant hereto, to the entity who or which would be entitled thereto had such: reversion: not occurred.

ARTICLE VII

DIRECTORS

     The number of directors of the corporation shall be such number, not less than two (2) nor greater than five (5), as shall be designated in the by-laws, or if not so designated, as shall be• elected from time to-time by the shareholders. When all of the outstanding shares are held of record by fewer than two (2) shareholders, there need be only as many directors as there are shareholders.

ARTICLE •VIII

SHAREHOLDERS’ CONSENTS

     Consents in writing to corporate action may be signed by the shareholder having that: proportion of the total voting power which would be required to authorize or constitute such action at a meeting of shareholders.

     IN WITNESS WHEREOF, the incorporator has hereunto placed his signature on this ___day of August, 1994.

WITNESSES:

     /s/ Bernard H. Berins

BERNARD H. BERINS, INCORPORATOR

STATE	OF	LOUISIANA
PARISH OF ORLEANS

     BE IT KNOWN, That on this 26 clay of August, 1994,

     BEFORE ME, the undersigned authority, duly commissioned, qualified and sworn, within and for the State and Parish aforesaid, personally came and appeared BERNARD H. BERINS, to me known to, be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned

3

competent witnesses, that he executed the above and foregoing instrument of his own free will, his own act and deem, for the uses, purposes and benefits therein expressed.

WITNESSES:

     /s/ Bernard H. Berins

BERNARD H. BERINS, INCORPORATOR

NOTARY PUBLIC

4

New Orleans, Louisiana

August 26, 1994

INITIAL RE PORT OF
NORMAL LIFE FAMILY SERVICES, INC.

     1. The corporation’s registered office is located at and its post office address is:

2500 Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130-6103

     2. The corporation’s registered agent is Bernard H. Bering, 2500 Poydras Center, 650 Poydras Street, New Orleans, Louisiana 70130-6103. The first directors are:

J. Robert- Shaver, 9100 Marksfield Road, Louisville, Kentucky 40222;

Kathryn S. Graham, 9100 Marksfield Road, :Louisville, Kentucky 40222;

Frederic H. Davis, 9100 Marksfield Road, Louisville, Kentucky 40222

          /s/ Bernard H. Berins

BERNARD H. BERINS

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 Of 1987

STATE OF LOUISIANA

PARISH OF ORLEANS

     On this 26 day of August, 1994, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared Bernard H. Berins, who is to me known to be the person, and who, being duly sworn, acknowledged to me that he does hereby accept appointment as the Registered Agent of Normal Life Family Services, Inc. which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, A Chapter, 1, 2 and 3.

          /s/ Bernard H. Berins

BERNARD H. BERINS

Subscribed and sworn to

before me the day, month

and year first above set forth:

NOTARY PUBLIC

6

EX-3.82 58 l18301aexv3w82.htm EXHIBIT 3.82

Exhibit 3.82

BYLAWS

OF

NORMAL LIFE FAMILY SERVICES, INC.

     I certify that the following Bylaws, consisting of six pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Normal Life Family Services, Inc. (the “Company”), by an Unanimous Written Action by Board of Directors in Lieu of Organizational Meeting dated August 27, 1994.

/s/ Kathryn S. Graham  

Kathyrn S. Graham, Secretary 

BYLAWS

OF

NORMAL LIFE FAMILY SERVICES, INC.

ARTICLE I

     Section 1. Annual Meeting of Shareholders. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following         .the^-end of the Corporation’s fiscal year. The-purpose of_.such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meeting of Shareholders. Special meetings of the shareholders may be held whenever called at any time in writing by vote of a majority of the Board of Directors or by the President or upon the written request of any shareholder or shareholders holding in the aggregate one-fifth of the total voting power. Notice of all special shareholders’ meetings, other than adjourned meetings, shall be given in the manner prescribed for the annual shareholders’ meeting, except the notice must be given at least two days prior to the date of the meeting. Any shareholder may waive notice of the meeting.

     Section 3. Quorum. At any shareholders’ meeting, 5l% of the issued and outstanding shares of the Company’s stock entitled to vote at such meeting which are present in person or represented by proxy shall constitute a quorum for all purposes, unless by law a larger representation is required, and in that case, the percentage so prescribed by law. If the holders of stock necessary to constitute a quorum shall fail to attend in person or by proxy at an annual or special meeting, a majority of the shareholders present in person or by proxy may adjourn the meeting from time to time, without notice, other than by announcement at the meeting, until holders of stock sufficient to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 4. Voting. At each meeting of shareholders, each shareholder shall be entitled to vote in person or by proxy, appointed by instrument in writing, signed by the shareholder or his authorized attorney and delivered to the secretary of the meeting, and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting.

ARTICLE II

     Section 1. Board of Directors. The Board of Directors shall consist of not less than two, nor more than five, persons, except that when all of the outstanding shares of the Company are held of record by fewer than two shareholders, there need be only as many directors as there are shareholders. The directors shall be elected by the shareholders at the annual meeting and shall hold office for one year and until their successors are elected and qualified.

     Section 2. Place of Meeting. The meetings of the Board of Directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint.

     Section 3. Annual Meeting of the Board of Directors. An annual meeting of the Board of Directors shall be held on or before March 31 of each year on a date designated by the Secretary. Notice of such meeting shall be given in the same manner as set forth in Section 4 below.

     Section 4. Special Meet’ngs of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by a majority in number of the directors or by the President. The Secretary shall give notice of such special meeting by mailing same at least two (2) days before the meeting, addressed to the last known address of each director, or by telephoning, telegraphing, or giving personal notice at least one (1) day before the meeting. Any director may waive notice of a special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

     Section 5. Quorum for Meeting of Board of Directors. A majority of the Board of Directors shall constitute a quorum, and the acts of a majority at a meeting having a quorum shall constitute the acts of the Board of Directors. A majority of those present may adjourn the meeting from time to time.

     Section 6. Proxy. Any director absent from a regular or special meeting may be represented by any other director or shareholder who may cast the vote of the absent director according to the written instructions, general or special, of said absent director.

     Section 7. Election of Officers. At the first regular or special meeting of the new Board of Directors in each year, at which a quorum shall be present, held next after the annual meeting of the shareholders, the Board of Directors shall elect the officers of the Company.

ARTICLE III

     Section 1. Officers. The Company may have one or more Vice Presidents and shall have a President, a Secretary, and a Treasurer. The Company may also have such other officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or appointed by an officer or officers authorized by it. Any two of the above named officers may be combined in one person. The officers shall hold office for one year and until their respective successors have been duly elected and qualified. However, any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.

     Section 2. Powers and Duties of the President. The President shall be the chief executive officer of the Company. He shall preside at all shareholders’ and directors’ meetings. He shall have supervision of the business of the Company. He may sign and execute all contracts, bonds, and obligations on behalf of the Company. He, along with any other officer of the Company, shall sign the stock certificates of the Company. He shall do and perform such other acts as may be from time to time assigned to him by the Board of Directors.

     Section 3. Powers and Duties of the Vice President. A Vice President, who is a director, if any, or if there be more than one, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election) shall possess the powers and perform the duties of the President in his absence or disability. In the absence of the President, he may sign and execute all bonds, contracts, and obligations on behalf of the Company, and along with any other officer he may sign the stock certificates of the Company. He shall do and perform such other duties as may be from time to time assigned to him by the Board of Directors. A Vice President who is not a director shall not posses the power nor perform the duties of the President in his absence or disability.

     Section 4. Powers and Duties of the. Secretary. The Secretary shall keep the minutes of the meetings of the shareholders and the directors, and give notices of such meetings. He shall perform in general the duties incident to the Office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as the Board of Directors may assign to him from time to time. He may, along with the President, sign the stock certificates of the Company.

     Section 5. Powers and Duties of the Treasurer. The Treasurer shall perform, in general, the duties incident to the office of Treasurer subject to the control of the Board of Directors and shall perform such other duties as the Board of Directors may assign him from time to time. He may, along with the President, sign the stock certificates of the Company.

ARTICLE IV

Stock in other corporations

     Unless otherwise ordered by the Board of Directors, the President, or a proxy appointed by the President, shall have full power on behalf of the Company to vote at any meeting of stockholders of any corporation in which the Company may hold stock, and exercise all rights and powers of such stock which the Company might have exercised if present. The Board of Directors may confer like powers upon any other person or persons.

ARTICLE V

     Section 1. Certificate of Shares. Each stockholder shall be entitled to a certificate signed by the President, along with any other officer. The form of certificate shall be adopted by the Board of Directors.

     Section 2. Transfer of Shares. Shares shall be transferred only on the books of the Company upon surrender and cancellation of certificates for a like number of shares.

     Section 3. Closing of Transfer Books. The stock transfer books may be closed for a shareholders’ meeting, and for the payment of dividends during such periods as the Board of Directors may fix from time to time, and during such periods, no stock shall be transferred.

ARTICLE VI

Signing of Checks and Notes

     Checks or notes of the Company shall be signed by such officers or persons as the Board of Directors may from time to time designate.

ARTICLE VII

Dividends on Stock

     Dividends on stock of the Company shall be payable as the Board of Directors may from time to time designate.

ARTICLE VIII

Corporate Seal

     A seal with the words, NORMAL LIFE FAMILY SERVICES, INC., shall be the corporate seal of the Company.

ARTICLE IX

Amendment to Bylaws

     The Board of Directors shall have power to make, amend, and repeal the Bylaws of the Company by vote of a majority of all of the directors at any regular or special meeting, without any prior notice of intention to make, amend, or repeal the Bylaws, subject to the power of the shareholders to change or repeal any bylaws so made.

ARTICLE X

Indemnification

     The Company shall indemnify and hold harmless each director and officer now or hereafter serving the Company 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 Company and/or by reason of his alleged acts or 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, 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 Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Pursuant to the Company’s indemnification obligations set forth above, the Company shall also reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any or 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 in actions by or in the right of the Company no director or officer shall be indemnified against any claim or liability arising out of his own willful or intentional 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 of the Company the director or officer against whom such claim or liability is asserted has not been guilty of willful or intentional misconduct. 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.

EX-3.83 59 l18301aexv3w83.htm EXHIBIT 3.83

Exhibit 3.83

ARTICLES OF INCORPORATION

OF

NORMAL LIFE OF CALIFORNIA, INC.

I

          The name of this corporation is NORMAL LIFE 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 and address in the State of California of this corporation’s initial agent for service of process is:

CT Corporation System
818 West Seventh Street
Los Angeles, CA 90017

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 one hundred (100).

V

          The liabiiiry of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under Caiifornia law.

VI

          The corporation is authorized to provide indemnification of directors, officers, and agents of the corporation through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, to the fullest extent oerr:rissible under California law.

Dated: April 10, 1997.

/s/ William T. Manierre  

William T. Manierre. Incorporator 

EX-3.84 60 l18301aexv3w84.htm EXHIBIT 3.84

Exhibit 3.84

BYLAWS

OF

NORMAL LIFE OF CALIFORNIA, INC.

     I certify that the following Bylaws, consisting of 3 pages, each of which I have initialed for identification, are the Bylaws adopted by the incorporator of NORMAL LIFE OF CALIFORNIA, INC. (the “Corporation”), by written action of Incorporator dated as of May 1, 1997, and ratified by the Board of Directors of the Corporation by unanimous written action dated as of May 1, 1997.

/s/ Kathryn S. Graham  

Kathryn S. Graham, Secretary 

BYLAWS

OF

NORMAL LIFE OF CALIFORNIA, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the -election of directors and the transaction of such other business as may properlycome-before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s registered office.

2. Board of Directors

     2.1 The authorized number of directors shall be four (4), unless and until this Section 2.1 is properly amended.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the California General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephones or personally delivered to each director at least forty-eight hours before the time of the meeting or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Executive Vice, Presidents and Vice Presidents, and shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

     3.2 The President shall:

          (a) have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors;

          (b) have authority to preside at all meetings of the shareholders and of the Board of Directors;

          (c) have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation; and

          (d) have such other powers and duties as the Board of Directors may assign to

him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or if not designated in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall:

          (a) issue notices of all meetings for which notice is required to be given;

          (b) keep the minutes of all meetings and have charge of the corporate record books, and

          (c) have such other duties and powers as the Board of Directors or the President may assign to him or her.

     3.5 The Treasurer shall:

          (a) have the custody of all funds and securities of the Corporation;

          (b) keep adequate and correct accounts of the Corporation’s affairs and transactions; and

          (c) have such other duties and powers as the Board of Directors or the President may assign to him or her.

     3.6 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall

from time to time be prescribed by the President.

     4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.85 61 l18301aexv3w85.htm EXHIBIT 3.85

Exhibit 3.85

ARTICLES OF MERGER
OF
NORMAL LIFE OF SHERIDAN, INC.
INTO
NORMAL LIFE OF TERRE HAUTE, INC.

     The undersigned corporation, Normal Life of Terre Haute, Inc., DOES HEREBY CERTIFY:

     FIRST: That the name and state of incorporation of each of the s• constituent corporations to the merger is as follows:

     SECOND: That a Plan of Merger dated July 1, 1996 between the parties to the merger (a copy of which is attached hereto as Exhibit A) has been adopted by the board of directors of each of the constituent corporations in accordance with the requirements of Section 23-1-40-1 of the Indiana Business Corporation Law. The approval of the shareholders of each constituent corporation to the merger is not required.

     THIRD: The surviving corporation of the merger is Normal Life of Terre Haute, Inc., an Indiana corporation, which name is hereby changed to “Normal Life of Central Indiana, Inc.”

     FOURTH: That the Articles of Incorporation of the surviving corporation, Normal Life of Central Indiana, Inc. (formerly known as Normal Life of Terre Haute, Inc.), an Indiana corporation, shall be the Articles of Incorporation of the surviving corporation; provided that such Articles of Incorporation shall be amended at the effective time of the merger as provided in paragraph Third hereto.

     FIFTH: That such executed Plan of Merger is on file at the principal place of business of the surviving corporation, which is 9100 Marksfield Road, Louisville, Kentucky 40222.

     IN WITNESS WHEREOF, the undersigned, by and through its duly authorized officer, does make these Articles of Merger, and such officer hereby affirms under penalty of perjury that these Articles of Merger are his act and deed and that the facts stated herein are true, and accordingly has hereunto set his hand, this 1st day of July, 1996.

NORMAL LIFE OF CENTRAL INDIANA, INC.
(f/k/a NORMAL LIFE OF TERRE HAUTE, INC.)

By:	/s/ Frederic H. Davis
Name: Frederic H. Davis
Title: Executive Vice President

EXHIBIT A
to Articles of Merger

PLAN OF MERGER

     This is a Plan of Merger dated as of July 1, 1996, between Normal Life of Terre Haute, Inc. (“NLTH”), an Indiana corporation and wholly-owned subsidiary of Normal Life, Inc., a Kentucky corporation, and Normal Life of Sheridan, Inc. (“NLSI”), an Indiana corporation and also a wholly-owned subsidiary of Normal Life, Inc. NLTH and NLSI are hereinafter sometimes referred to as “Constituent Corporations”, and NLTH as the “Surviving Corporation”.

Recitals

     1. NLTH and NLSI intend that NLSI merge into and with NLTH (the “Merger”), upon the terms and conditions set forth herein and in accordance with the Indiana Business Corporation Law (“Indiana BCL”) such that NLTH will continue as the surviving corporation and the separate existence of NLSI shall cease;

     2. NLTH and NLSI further intend that upon the Effective Time (hereafter defined) of the Merger all outstanding shares of the capital stock of NLSI be converted into capital stock of NLTH as provided herein;

     3. The respective boards of directors of NLSI and NLTH have approved the Merger; and

     4. NLSI and NLTH further intend that at the Effective Time of the Merger the name of NLTH shall be changed to “Normal Life of Central Indiana, Inc.”

     NOW, THEREFORE, in consideration of the mutual agreements and conditions herein contained, and in order to set forth the terms and conditions of the Merger and mode of carrying the same into effect, the parties hereby agree as follows:

ARTICLE I —THE MERGER

     SECTION 1.1 THE MERGER. Subject to the terms and conditions of this Plan of Merger, at the Effective Time, (as hereinafter defined), in accordance with this Plan of Merger and the Indiana BCL, NLSI shall be merged with and into NLTH. NLTH shall be the surviving corporation, and shall continue its corporate existence under the law of Indiana, and the separate existence of NLSI shall cease.

     SECTION 1.2 CONSUMMATION OF MERGER: EFFECTIVE TIME. The parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Indiana Articles of Merger complying with the provisions of Section 231-40-5 of the Indiana BCL. Once that filing has been made and the Indiana Secretary of State issues a Certificate of Merger, the Merger shall become effective. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

     SECTION 1.3 EFFECT OF THE MERGER. The Merger shall have the effects set forth in Section 43-1-40-6 of the Indiana BCL, and upon the effectiveness of the Merger, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of the Constituent Corporations, of a public as well as of ‘a private nature; it shall be subject to all of

the restrictions, disabilities and duties, of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in any of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

     SECTION 1.4 ARTICLES OF INCORPORATION; BY-LAWS; DIRECTORS AND OFFICERS. The Articles of Incorporation of NLTH, as amended in Article III below, shall be the Articles of Incorporation of the Surviving Corporation from and after the Effective Time. The By-Laws of NLTH shall be the By-Laws of the Surviving Corporation from and after the Effective Time. The initial directors of the Surviving Corporation shall be comprised of J. Robert Shaver, Kathryn S. Graham, and Frederic H. Davis, and the principal officers of the surviving corporation shall include: J. Robert Shaver, President; Kathryn Graham, Executive Vice President, Secretary and Treasurer, and Frederic H. Davis, Executive Vice President.

     SECTION 1.5 FURTHER ASSURANCES. If at any time after the Effective Time the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of any of the Constituent Corporations, or (b) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of any of the Constituent Corporations, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of such Constituent Corporation, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of such Constituent Corporation and otherwise to carry out the purposes of this Agreement.

ARTICLE II — CONVERSION OF SECURITIES

     SECTION 2.1 CONVERSION OF SHARES. At the Effective Time, each share of common stock, no par value, of NLSI (“NLSI Common Stock”), issued and outstanding immediately prior to the Effective Time shall, automatically by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) validly issued, fully paid. and nonassessable share of common stock, no par value, of the Surviving Corporation (other than such shares, if any, held in the treasury of NLSI, which shall be cancelled and retired, and for

which no. capital stock of the Surviving Corporation, cash or other consideration shall be paid or delivered). No fractional shares of NLTH Common Stock shall be issued in the conversion.

     SECTION 2.2 STOCK OPTIONS, WARRANTS, ETC. At the Effective Time, each outstanding stock option, warrant or other right to purchase NLSI Common Stock, whether or not then exercisable or vested, shall be cancelled and deemed null and void.

     SECTION 2.3 CLOSING OF STOCK TRANSFER BOOKS. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of capital stock of NLSI that was issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for the capital stock of NLSI are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger consideration as provided for in this Article II. After the Effective Time, each holder of the stock of NLSI shall cease to have any rights as a stockholder of NLSI, except to receive the Merger consideration provided for herein.

ARTICLE III — CHANGE OF NAME

     SECTION 3.1 CHANGE OF NAME. The Surviving Corporation does hereby modify and amend ARTICLE I of its Articles of Incorporation (filed September 23, 1988) as follows as of the Effective Time:

     The name of the corporation shall be: Normal Life of Central Indiana, Inc.

     IN WITNESS WHEREOF, the undersigned Constituent Corporations, by and through their duly authorized officer, do make this Plan of Merger, and such officer hereby affirms under penalty of perjury that this Plan of Merger is his act and deed and that the facts stated herein are true, and accordingly has hereunto set his hand, this 1st day of July, 1996.

NORMAL LIFE OF SHERIDAN, INC.
By:	/s/ Frederic H. Davis
	Frederic H. Davis
	Executive Vice President

NORMAL TERRE HAUTE, INC.
By:	/s/ Frederic H. Davis
	Frederic H. Davis
	Executive Vice President

EX-3.86 62 l18301aexv3w86.htm EXHIBIT 3.86

Exhibit 3.86

BYLAWS

OF

NORMAL LIFE OF CENTRAL INDIANA, INC.

     I certify that the following Bylaws, consisting of four pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Normal Life of Central Indiana, Inc. (the “Corporation”), by a Unanimous Written Action by Directors dated September 23, 1988.

/s/ Kathryn S. Graham  

Kathryn S. Graham, Secretary 

BYLAWS

OF

NORMAL LIFE OF CENTRAL INDIANA, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special

meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors the meeting shall be held at the Corporation’s registered office.

2. Board of Directors

     2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (a) are present in person or by proxy at a meeting held to elect directors and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the Indiana Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Vice Presidents and shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

     3.2 The President shall

          (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

          (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

          (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

          (d) Have such other powers and duties as the Board of Directors may assign to him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or if not designated in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall

          (a) Issue notices of all meetings for which notice is required to be given, (b) Keep the minutes of all meetings and have charge of the corporate record books, and

          (c) Have such other duties and powers as the Board of Directors or the President may assign to him. 3.5 The Treasurer shall

          (a) Have the custody of all funds and securities of the Corporation, (b) Keep adequate and correct accounts of the Corporation’s affairs and transactions, and

          (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

     3.6 Other officers and agents of the Corporation shall have

such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by.the President.

     4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.87 63 l18301aexv3w87.htm EXHIBIT 3.87

Exhibit 3.87

NORMAL LIFE OF GEORGIA, INC.

ARTICLES OF INCORPORATION

I.

     The name of the Corporation is:

Normal Life of Georgia, Inc.

II.

     The Corporation shall have authority to issue 100 shares of Common Stock having a par value of $.01 per share.

III.

     The initial registered office of the Corporation shall be at 1201 Peachtree Street, NE, Atlanta, Georgia 30361 in Fulton County. The initial registered agent of the Corporation at such address shall be CT Corporation System.

IV.

     The name and address of the incorporator is:

Thomas R. McNeill
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303

V.

     The mailing address of the initial principal office of the Corporation is 9100 Marksfield Road, Louisville, Kentucky 40222.

VI.

     No director shall have any personal liability to the Corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a director, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

VII.

     Any Action required by law or by the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation, and any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast 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 were present and voted. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were not represented on the written consent.

VIII.

     The Corporation shall indemnify its officers and directors and advance or reimburse expenses incurred to the fullest extent permitted under the Georgia Business Corporation Code. Such indemnification and advancement or reimbursement of expenses shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The Board of Directors of the Corporation may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the Corporation’s power of indemnification under the Georgia Business Corporation Code.

IX.

     The Corporation will make the request for publication of a notice of filing of the Articles of Incorporation and payment therefor as required by Section 14-2-201.1(b) of the Georgia Business Corporation Code.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as of this 16th day of May, 1997,

/s/ Thomas R. McNeill  

Thomas R. McNeill, Incorporator 

EX-3.88 64 l18301aexv3w88.htm EXHIBIT 3.88

Exhibit 3.88

BYLAWS

OF

NORMAL LIFE OF GEORGIA, INC.

     I certify that the following Bylaws, consisting of 3 pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of NORMAL LIFE OF GEORGIA, INC. (the “Corporation”), by written action of Incorporator dated as of May 16, 1997, and ratified by the Board of Directors of the Corporation by unanimous written action dated as of May 16, 1997.

/s/ Kathryn S. Graham  

Kathryn S. Graham, Secretary 

BYLAWS

OF

NORMAL LIFE OF GEORGIA, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s registered office.

2. Board of Directors

     2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (a) are present in person or by proxy at a meeting held to elect directors and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the Georgia Business Corporation Code, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephones or personally delivered to each director at least forty-eight hours before the time of the meeting or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Executive Vice Presidents and Vice Presidents, and shall have a President, a Secretary and a Treasurer, all.of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

     3.2 The President shall:

          (a) have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors;

          (b) have authority to preside at all meetings of the shareholders. and of the Board of Directors;

          (c) have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation; and

          (d) have such other powers and duties as the Board of Directors may assign to him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or if not designated in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall:

          (a) issue notices of all meetings for which notice is required to be given;

          (b) keep the minutes of all meetings and have charge of the corporate record books, and

          (c) have such other duties and powers as the Board of Directors or the President may assign to him or her.

     3.5 The Treasurer shall:

          (a) have the custody of all funds and securities of the Corporation;

          (b) keep adequate and correct accounts of the Corporation’s affairs and transactions; and

          (c) have such other duties and powers as the Board of Directors or the President may assign to him or her.

     3.6 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

     4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.89 65 l18301aexv3w89.htm EXHIBIT 3.89

Exhibit 3.89

AMENDMENT TO AGREEMENT
OF GENERAL PARTNERSHIP OF
NORMAL LIFE OF INDIANA

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

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

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

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

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

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

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

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

Normal Life of Southern Indiana, Inc.,	Normal Life of Central Indiana, Inc.
Its General Partner	Its Other General Partner

By:	/s/ L. Bryan Shaul	By:	/s/ L. Bryan Shaul
	L. Bryan Shaul		L. Bryan Shaul
	Assistant Treasurer		Assistant Treasurer

AGREEMENT OF GENERAL
PARTNERSHIP OF
NORMAL LIFE OF INDIANA

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

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

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

GENERAL PROVISIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

THE PARTNERS

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

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

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

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

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

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

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

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

ARTICLE III

PARTNERSHIP PERCENTAGES; ACCOUNTING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     SECTION 3.08 Bank Accounts. The Partners shall open and maintain one or more bank accounts in the Partnership name and for the benefit of the Partnership in which there shall be deposited all funds of the Partnership. The funds in the Partnership bank account or accounts shall be solely for the objects of the Partnership and, unless otherwise established in the pertinent resolutions establishing the account or accounts, may be withdrawn on behalf of the Partnership upon the signature of any officer of any Partner, signing alone, and upon the signature of any employee or other representative of the Partnership as may be designated by the Partners, signing alone. To the extent practicable, all expenses of the Partnership shall be paid by check drawn on such account or accounts.

ARTICLE IV

WITHDRAWALS AND DISTRIBUTIONS OF CAPITAL

     SECTION 4.01 Loans and Withdrawals in General. A Partner shall be entitled to borrow or withdraw any amount from the Partnership only with the approval of the holders of more than 66 2/3% of the Voting Partnership Percentages.

     SECTION 4.02 Distributions. The Partners shall make distributions of the Net Operating Profits and Net Realized Capital Gains in such amounts at such time or times as the holders of more than 66 2/3% of the Voting Partnership Percentages shall determine, all in the proportions of the respective Partnership Percentages.

ARTICLE V

DISSOLUTION; WINDING-UP

     SECTION 5.01 Dissolution. The Partnership shall be dissolved as to all Partners on a date specified in any decree of court or as determined by the Partners in accordance with Section 1.03, and the Partnership shall be wound-up and liquidated thereafter as promptly as practicable in accordance with law and the following provisions. Upon . dissolution as aforesaid occasioned other than pursuant to decree of court, the affairs of the Partnership shall be wound-up jointly by the Partners. Upon dissolution and liquidation a full and general account of the assets and liabilities of the Partnership and the capital account of the Partners shall be taken and the assets of the Partnership shall be applied in the following order of priority:

     (a) first, in discharge of (i) claims of creditors of the Partnership who are not Partners and (ii) all expenses of liquidation; in the event the Partnership’s obligation to make any such payment shall be subject to a contingency, the amount thereof shall be reserved until such contingency shall cease to exist and thereafter shall be applied in accordance with this Section 5.01;

     (b) second, to the pro rata payment of all claims of Partners for advances to the Partnership; provided, however, that this clause shall not be construed to include any repayment of any Partner’s Capital Contribution or any Partner’s capital account balance; and

     (c) finally, any remaining surplus shall be distributed to the Partners in the same proportion, as to each Partner, as the amounts of their respective Closing Capital Accounts.

     SECTION 5.02 Winding-Up. In winding-up the affairs of the Partnership, subject to satisfying the requirements of clauses (a) and (b) of Section 5.01, the responsible Partners may determine to distribute in kind any and all properties of the Partnership that are suitable or legal for distribution in kind and shall take action to liquidate all other assets as promptly as practicable. All assets which are to be liquidated may be sold at public or private sale and any Partner may purchase such assets at such date.

ARTICLE VI

ASSIGNMENTS AND TRANSFERS OF PARTNERSHIP INTERESTS

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

ARTICLE VII

MISCELLANEOUS

     SECTION 7.01 Filings. The Partners shall promptly cause to be filed, recorded and published such statements of fictitious business name and other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the formation of the Partnership or the conduct of its business from time to time.

     SECTION 7.02 Amendments. This Agreement shall not be amended except by an instrument in writing, executed by all Partners.

     SECTION 7.03 Successors; Counterparts. This Agreement: (a) shall be binding the successors and permitted assigns of the Partners; and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart as of the day and year first above written.

     SECTION 7.04 Governing Law, Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Agreement

shall be invalid or unenforceable under said law or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of any applicable law, and, in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions.

     SECTION 7.05 Notices. All notices that are required to be given in writing hereunder, shall be deemed to have been duly given if delivered personally to the recipient Partner or mailed, first class registered mail with postage pre-paid, return receipt requested, to such Partner at its address set forth in the Schedule or at such other address or addresses as such Partner shall have notified the other Partners.

General Partner:
	NORMAL LIFE OF INDIANA, INC.
	an Indiana corporation
	By:	/s/ Frederic H. Davis
		Frederic H. Davis
		Executive Vice President
General Partner:
	NORMAL LIFE OF TERRE HAUTE, INC.
	an Indiana corporation
	By:	/s/ Frederic H. Davis
		Frederic H. Davis
		Executive Vice President
General Partner:
	NORMAL LIFE OF SHERIDAN, INC.
	an Indiana corporation
	By:	/s/ Frederic H. Davis
		Frederic H. Davis
		Executive Vice President

SCHEDULE

Partner and Address	Capital Contribution	Percentage
Normal Life of Indiana, Inc	$7,859		17.08%
1720 N. Kentucky Ave.
Evansville, IN 47711
Fed. ID #35-1572479
	All tangible and intangible assets of the corporation, including all assets associated with the following 11 CFR/DD group homes:
	Adams, Michigan, Delmar, Linwood, Mesker, Marion, Sheffield, Riverside, Olmstead, Chandler, and Pfiefer
Normal Life of Terre Haute, Inc.	$19,403		42.22%
1800 S. 3rd St.
Terre Haute, IN 47802
Fed. ID #62-1365098
	All tangible and intangible assets of the corporation, including all assets associated with the following 16 CFR/DD group homes:
	South 11th, Schaal, Washington, 7th Street, 17th Street, Marley, Hampton, N. 6th St., Pine Villa, Cruft, East Main St., W. College, Anderson, Redwood, and N. Lafayette.
Normal Life of Sheriday, Inc.	$18,740		40.70%
903 Sheridan Avenue, Box 9
Sheridan, IN 46069
Fed. ID #35-1878551
	All tangible and intangible assets of the corporation, including all assets associated with the following 50 bed ICF/MR facility: Normal Life of Indiana, Inc., Sheridan, IN
	$46,002		100	%

EX-3.90 66 l18301aexv3w90.htm EXHIBIT 3.90

Exhibit 3.90

ARTICLES OF INCORPORATION

NORMAL LIFE OF LAFAYETTE, INC.

COMMONWEALTH OF KENTUCKY

COUNTY OF JEFFERSON

     BE IT KNOWN that on this 3rd day of September, 1987,

     BEFORE ME, the undersigned Notary Public in, and for the state and county aforesaid, personally appeared J. Robert Shaver. ^-a person of the full age of majority, who declared to me, Notary, In the presence of the undersigned competent witnesses, that availing himself of the provisions of the Louisiana Business Corporation Law .he does hereby form a corporation under and in accordance with the following Articles of Incorporation^:

Article 1.

Name

     The name of the Corporation is NORMAL LIFE OF LAFAYETTE, INC.

Article 2

     The Corporation’s purpose is to engage in any lawful activity for which corporations may be formed-^-under the Business Corporation Law of Louisiana.

.Article 3

Capital_.

     The Corporation has authority to issue 1,000 shares of common stock at no par value.

Article 4

Preemptive Rights

     Shareholders shall have .preemptive rights.

Article.: 5

Shareholders’’ Consents

     Whenever the affirmative vote of shareholders is required to authorize or constitute corporation action, the consent in writing to such action signed only by shareholders holding that proportion of the total voting power on the question which is required^-by law or by these Articles of Incorporation, whichever requirement is            higher,. shall be sufficient for the purpose, without necessity for a meeting of shareholders.

Article 6

Reversion

     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 (1) year after the dividend or redemption price became payable or the share became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’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 reasons satisfactory to it, but need not, authorize (a) payment of the amount of any cash or property dividend or redemption price or (b) issuance of any shares, ownership of’ which ^:has reverted to the Corporation pursuant hereto the entity who or which would be entitled thereto had such reversion not. occurred .

Article 7

Incorporator

     The name and post office address .of the incorporator is:

J. Robert Shaver

Suite 712
10100 Linn Station Road
Louisville, Ky. 40223

     THUS DONE AND PASSED in duplicate original in the City of Louisville, Commonwealth of Kentucky, on the day, month and year hereinabove set forth in the presence of the undersigned competent. witnesses and me, Notary, after due reading of the whole.

WITNESSES:

/s/ Kathryn S. Graham	/s/ J. Robert Shaver
/s/ Eric Givens	J. Robert Shaver, Incorporator

INITIAL REPORT

OF

:NORMAL LIFE OF LAFAYETTE, INC.

Complying : With R.S. 12:101, NORMAL LIFE OF LAFAYETTE, INC.

hereby makes its initial report as follows::

1.

     The Corporation’s registered office is located at and its post office :address is

2500 Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130

2.

     Its registered agent is ‘ROBERT A. KUTCHER whose municipal-address is 250O Poydras Center, 650 Poydras Street, New Orleans, Louisiana 70130.

3.

     The first Directors of the Corporation are:

J. Robert Shaver
Suite 712
10100 Linn Station Road
Louisville,, Kentucky 40223.

^:Kathryn S. Graham
Suite 712
10100 Linn Station Road
Louisville, Kentucky 40223

     Dated :on this 3rd day of September, 1987.

     /s/ J. Robert Shaver

J. Robert Shaver

Incorporator

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OF 1987

To the State Corporation Department
State of Louisiana

STATE OF LOUISIANA

PARISH OF ORLEANS

On this 2^nd day of October, 1987, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared ROBERT A. KUTCHER, who is to me known to be the person, and who, being duly sworn, acknowledged to me that he does hereby accept appointment as the Registered Agent of NORMAL LIFE OF LAFAYETTE, INC., which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, Chapter 1, 2 and 3.

     /s/ Robert A. Kutcher

REGISTERED AGENT

Subscribed and sworn to before
me on the day, month, and year
first above set forth

/s/ Jonathan Bookman

Notary Public

NOTE: If the Agent is a Corporation authorized to act as an agent then the affidavit must be executed by an officer of the corporation.

Issued by James H. “Jim” Brown
Secretary of State
05.308 (9/87)

EX-3.91 67 l18301aexv3w91.htm EXHIBIT 3.91

Exhibit 3.91

BY-LAWS OF
NORMAL LIFE OF LAFAYETTE, INC.

ARTICLE 1

Section 1. Annual Meeting of Shareholders

The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation and shall not otherwise affect valid corporate acts.

Section 2. Special Meeting of Shareholders

Special meetings of the shareholders may be held whenever called in writing by vote of a majority of the Board of Directors or by the President. Notice_ of all special shareholders’ meeting, other than adjourned meetings, shall be given in the-manner prescribed for the annual

shareholders’ meeting, except the notice must be given at least two days prior to the date of the meeting. Any shareholder may waive notice of the meeting.

Section 3. Quorum

At any shareholders’ meeting, 51% of all of the shares of the company present in person or represented by proxy shall constitute a quorum for all purposes, unless by law a larger representation is required, and in that case, the percentage so prescribed by law. If the holders of stock necessary to constitute a quorum shall fail to attend in person or by proxy at an annual or special meeting, a majority of the shareholders present in person or by proxy may adjourn the meeting from time to time, without notice, other than by announcement at the meeting, until holders of stock sufficient to constitute a quorum, shall attend. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4. Voting

At each meeting of shareholders, each shareholder shall be entitled to vote in person or by proxy, appointed by

2

instrument in writing, signed by the shareholder or his authorized attorney and delivered to the Secretary of the meeting, and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting.

ARTICLE II

Section 1. Board of Directors

The Board of Directors shall consist of no less than two, nor more than seven, persons, and shall be elected by the shareholders at the annual meeting and shall hold office for one year and until their successors are elected and qualified.

Section 2. Place of Meetings

The meetings of the Board of Directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint.

Section 3. Regular Meetings of the Board of Directors

Regular meetings of the Board shall be held on the first day of each month if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday. No notice shall be required for any regular Board meeting.

Section 4. Special Meetings of the Board of Directors

Special meetings of the Board of Directors shall be held whenever called by direction or by a majority in

3

number of the directors or by the President. The Secretary shall give notice of such special meeting by mailing same at least two (2) days before the meeting, addressed to the last known address of each director, or by telephoning, telegraphing, or giving personal notice at least one (1) day before the meeting. Any director may waive notice of a special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 5. Quorum for Meeting of Board of Directors

A majority of the Board of Directors shall constitute a quorum, and the acts of a majority at a meeting having a quorum shall constitute the acts of the Board. A majority of those present may adjourn the meeting from time to time.

Section 6. Proxy

Any director absent from a regular or special meeting may be represented by any other director or shareholder who may cast the vote of the absent director according to the written instructions, general or special, of said absent director.

Section 7. Election of Officers

At the first regular or special meeting of the new Board of Directors in each year, at which a quorum shall be present, held next after the annual meeting of the shareholders, the Board of Directors shall elect the officers of the company.

4

ARTICLE III

Section 1. Officers

The officers shall be President, Secretary, and Treasurer, and such other officers as may be provided by the Board. Any two of the above named officers may be combined in one person. The officers shall hold office for one year and until their respective successors have been duly elected and qualified. However, any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.

Section 2. Powers and Duties of the President

The President shall be the chief executive officer of the company. He shall preside at all shareholders’ and directors’ meetings. He shall have supervision of the business of the company. He may sign and execute all contracts, bonds, and obligations of the company. He, along with any other officer of the company, shall sign the certificates of the shares of the capital stock of the company. He shall do and perform such other acts as may be from time to time assigned to him by the Board.

Section 3. Powers and. Duties of Vice President

Any Vice President, who is a director, shall possess the powers and perform the duties of the President in his absence or disability. In the absence of the President, he may sign and execute all bonds, contracts, and obligations in the name of the company,

5

and along with any other officer he may sign all certificates of shares of the capital stock of the company. He shall do and perform such other duties as may be from time to time assigned to him by the Board. A Vice President who is not a director shall not possess the power nor perform the duties of the President in his absence or disability.

Section 4. Powers and Duties of the Secretary

The Secretary shall keep the minutes of the meetings of the shareholders and the directors, and give notices of such meetings. He shall perform in general the duties incident to the Office of Secretary, subject to the control of the Board, and shall perform such other duties as the Board may assign to him from time to time. He may sign certificates of stock of the corporation along with the President.

Section 5. Powers and Duties of the Treasurer

The Treasurer shall perform, in general, the duties incident to the office of Treasurer subject to the control of the Board, and shall perform such other duties as the Board may assign him from time to time. He may, along with the President, sign certificates of stock of the corporation.

6

ARTICLE IV

Stock in Other Corporations

Unless otherwise ordered by the Board, the President, or a proxy appointed by the President, shall have full power in behalf of the company to vote at any meeting of stockholders of any corporation in which this company may hold stock, and exercise all rights and powers of such stock which the company might have exercised if present. The Board may confer like powers upon any other person or persons.

ARTICLE V

Section 1. Certificate of Shares

Each stockholder shall be entitled to a certificate signed by the President, along with any other officer. The form of certificate shall be adopted by the Board.

Section 2. Transfer of Shares

Shares shall be transferred only on the books of the company upon surrender and cancellation of certificates for a like number of shares.

Section 3. Closing of Transfer Books

The stock transfer books may be closed for a shareholders’ meeting, and for the payment of dividends during such periods as the Board may fix from time to time, and during such periods, no stock shall be transferred.

7

ARTICLE VI

Signing of Checks, etc.

Checks or notes of this corporation shall be signed by such officers or persons as the Board may from time to time designate.

ARTICLE VII

Dividends on Stock

Dividends on stock of this corporation shall be payable as the Board of Directors may from time to time designate.

ARTICLE VIII

Corporate Seal

A seal with the words, NORMAL LIFE OF LAFAYETTE, INC., shall be the corporate seal of this company.

ARTICLE IX

Amendments to By-Laws

The Board of Directors shall have power to make, amend, and repeal the By-laws of the company by vote of a majority of all of the directors at any regular or special meeting, without any prior notice of intention to make, amend, or repeal the By-laws.

ARTICLE X

Indemnity

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

8

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 or 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 or 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 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 of the corporation the director or officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct. 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.

9

EX-3.92 68 l18301aexv3w92.htm EXHIBIT 3.92

Exhibit 3.92

	*
ARTICLES OF INCORPORATION
	*	UNITED STATES OF AMERICA
OF
	*	STATE OF LOUISIANA
NORMAL LIFE OF
LAKE CHARLES, INC.	*	PARISH OF ORLEANS
	*
*          *          *          *          *          *	*

     The undersigned, availing himself of the provisions of the Louisiana Business Corporation Law does hereby organize himself, his successors and assigns, into a corporation in pursuance of that law, under and in accordance with the following Articles of Incorporation:

ARTICLE I.

NAME

     The name of the corporation is:

NORMAL LIFE OF LAKE CHARLES, INC.

ARTICLE II.

OBJECTS AND PURPOSES

     The objects and purposes for which this corporation is organized and the nature of the business to be carried on by it are stated and declared to be as follows:

     To enter into any business lawful under the laws of the State of Louisiana, either for its own account, or for the account of others, as agent, and either as agent or principal, to enter upon or engage in any kind of business of any nature whatsoever, in which corporations organized under the Louisiana Business Corporations Law may engage; and to the extent not prohibited thereby to enter upon and engage in any kind of business of any nature whatsoever in any other state of the United States of America, any foreign nation, and any territory of any

country to the extent permitted by the laws of such other state, nation or territory.

ARTICLE III.

CAPITAL

     The aggregate number of shares which this corporation shall have authority to issues is one thousand (1,000), all without per value.

ARTICLE IV.

INCORPORATOR

     The Incorporator’s name and post office address is:

Bernard H. Berins

2500 Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130

PREEMPTIVE RIGHTS

     The shareholders shall have preemptive rights.

ARTICLE VI.

REVERSION

     Cash, property or share dividends and shares issuable to shareholders in connection with a reclassification of stock which are not claimed by the shareholders thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’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 (a) the payment of the amount of any cash or property

dividend or redemption price or (b) the issuance of any shares, ownership of which has reverted to the Corporation pursuant hereto, to the entity who or which would be entitled thereto had such reversion not occurred.

ARTICLE VII.

DIRECTORS

     The number of directors of the corporation shall be such number, not less than two (2) nor greater than five (5), as shall be designated in the bylaws, or if not so designated, as shall be elected from time to time by the shareholders. When all of the outstanding shares are held of record by fewer than two (2) shareholders, there need by only as many directors as there are shareholders.

ARTICLE VIII.

SHAREHOLDERS’ CONSENTS

     Consents in writing to corporate action may be signed by the shareholders having that proportion of the total voting power which would be required to authorize or constitute such action at a meeting of shareholders.

IN WITNESS WHEREOF, the Incorporator has hereunto placed his signature on this 15th day of February 1991.

WITNESSES:

/s/ Jane Z. Berins	/s/ Bernard H. Berins
	BERNARD H. BERINS, INCORPORATOR
/s/ Deborah Lynn Berins
STATE OF LOUISIANA
PARISH OF ORLEANS

BE IT KNOWN, That on this 15th day of February, 1991,

     BEFORE ME, the undersigned authority, duly commissioned, qualified and sworn, within and for the State and Parish aforesaid, personally came and appeared BERNARD H. BERINS, to me known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that he executed the above and foregoing instrument of his own free will, as his own act and deed, for the uses, purposes and benefits therein expressed.
WITNESSES:

/s/ Jane Z. Berins	/s/ Bernard H. Berins
	BERNARD H. BERINS
/s/ Deborah Lynn Berins

NOTARY PUBLIC

New Orleans, Louisiana

February 15, 1991

INITIAL REPORT OF
NORMAL LIFE OF LAKE CHARLES, INC.

     1. The corporation’s registered office is located at and its post office address is:

2500 Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130-6101

     2. The corporation’s registered agent is Bernard H. Berins, 2500 Poydras Center, 650 Poydras Street, New Orleans, Louisiana 70130-6101.

     3. The first directors are:

J. Robert Shaver, 2950 Breckenridge Lane, Unit 8A, Louisville, Kentucky 40220;

Katheryn S. Graham, 2950 Breckenridge Lane, Unite 8A, Louisville, Kentucky 40220;

Mary Kay Lamb, 2950 Breckenridge Lane, Unit 8A, Louisville, Kentucky 40220.

/s/ Bernard H. Berins  

BERNARD H. BERINS 

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OF 1987

STATE OF LOUISIANA

PARISH OF JEFFERSON

     On this 15th day of February, 1991, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared Bernard H. Berins, who is to me known to be the person, and who, being duly sworn, acknowledge to me that he does hereby accept appointment as the Registered Agent of Normal Life of Lake Charles, Inc. which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, Chapter 1, 2 and 3.

/s/ Bernard H. Berins  

BERNARD H. BERINS 

Subscribed and sworn to
Before me the day, month
and year first above set forth.

NOTARY PUBLIC

EX-3.93 69 l18301aexv3w93.htm EXHIBIT 3.93

Exhibit 3.93

BYLAWS

OF

NORMAL LIFE OF LAKE CHARLES, INC.

     I certify that the following Bylaws, consisting of nine pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Normal Life of Lake Charles, Inc. (the “Company”), by a Unanimous Written Action by Directors in Lieu of Organizational Meeting dated February 14, 1991.

/s/ Kathryn S. Graham  

Kathryn S. Graham, Secretary 

BY-LAWS

OF

NORMAL LIFE OF LAKE CHARLES, INC.

ARTICLE I

     Section I. Annual Meeting of Shareholders. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s- fiscal year. The purpose .of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation and shall not otherwise affect valid corporate acts.

     Section 2. Special Meeting of Shareholders. Special meetings of the shareholders may be held whenever called at any time in writing by vote of a majority of the Board of Directors or by the President or upon the written request of any shareholder or shareholders holding in the aggregate one-fifth of the total voting power. Notice of all special shareholders’ meetings, other than adjourned meetings, shall be given in the manner prescribed for the annual shareholders’ meeting, except the notice must be given at least two days prior to the date of the meeting. Any shareholder may waive notice of the meeting.

     Section 3. Quorum. At any shareholders’ meeting, 51% of the issued and outstanding

shares of the Company’s stock entitled to vote at such meeting which are present in person or represented by proxy shall constitute a quorum for all purposes, unless by law a larger representation is required, and in that case, the percentage so prescribed by law. If the holders of stock necessary to constitute a quorum shall fail to attend in person or by proxy at an annual or special meeting, a majority of the shareholders present in person or by proxy may adjourn the meeting from time to time, without notice, other than by announcement at the meeting, until holders of stock sufficient to constitute a quorum, shall attend. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 4. Voting. At each meeting of shareholders, each shareholder shall be entitled to vote in person or by proxy, appointed by instrument in writing, signed by the shareholder or his authorized attorney and delivered to the secretary of the meeting, and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting.

ARTICLE II

     Section 1. Board of Directors. The Board of Directors shall consist of not less than three, nor more than seven, persons, except that when all of the outstanding shares of the Company are held of record by fewer than three shareholders, there need be only as many directors as there are shareholders. The directors shall be elected by the shareholders at the annual meeting and shall hold office for one year and until their successors are elected and qualified.

     Section 2. Place of Meeting. The meetings of the Board of 4 Directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to

time appoint.

     Section 3. Annual Meeting of the Board of Directors. An annual meeting of the Board of Directors shall be held on or before March 31 of each year on a date designated by the Secretary. Notice of such meeting shall be given in the same manner as set forth in Section 4 below.

     Section 4. Special Meetings of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by direction or by a majority in number of the directors or by the President. The Secretary shall give notice of such special meeting by mailing same at least two (2) days before the meeting, addressed to the last known address of each director, or by telephoning, telegraphing, or giving personal notice at least one (1) day before the meeting. Any director may waive notice of a special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

     Section 5. Quorum for Meeting of Board of Directors. A majority of the Board of Directors shall constitute a quorum, and the acts of a majority at a meeting having a quorum shall constitute the acts of the Board of Directors. A majority of those present may adjourn the meeting from time to time.

     Section 6. Proxy. Any director absent from a regular or special meeting may be represented by any other director or shareholder who may cast the vote of the absent director according to the written instructions, general or special, of said absent director.

     Section 7. Election of Officers. At the first regular or special meeting of the new Board of Directors in each year, at which a quorum shall be present, held next after the annual meeting of the shareholders, the Board of Directors shall elect the officers of the Company.

ARTICLE III

     Section 1. Officers. The Company may have one or more Vice Presidents and shall have a President, a Secretary, and a Treasurer. The Company may also have such other officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it. Any two of the above named officers may be combined in one person. The officers shall hold office for one year and until their respective successors have been duly elected and qualified. However, any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.

     Section 2. Powers and Duties of the President. The President shall be the chief executive officer of the Company. He shall preside at all shareholders’ and directors’ meetings. He shall have supervision of the business of the Company. He may sign and execute all contracts, bonds, and obligations on behalf of the Company. He, along with any other officer of the Company, shall sign the stock certificates of the Company. He shall do and perform such other acts as may be from time to time assigned to him by the Board of Directors.

     Section 3. Powers and Duties of the Vice President. A Vice President, who is a director, if any, or if there be more than one, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election) shall possess the powers and perform the duties of the President in his absence or disability. In the absence of the President, he may sign and execute all bonds, contracts, and obligations on behalf of the Company, and along with any other officer he may sign the stock certificates of the Company. He shall do and perform such other duties as may be from time to time assigned to him by the Board of Directors. A Vice President who is not a director shall not possess the power nor perform the duties of the President in his absence or disability.

     Section 4. Powers and Duties of the Secretary. The Secretary shall keep the minutes of

the meetings of the shareholders and the directors, and give notices of such meetings. He shall perform in general the duties incident to the Office of Secretary, subject to the control of the Board of Directors, and shall perform such. other duties as the Board of Directors may assign to him from time to time. He may, along with the President, sign the stock certificates of the Company.

     Section 5. Powers and Duties of the Treasurer. The Treasurer shall perform, in general, the duties incident to the office of Treasurer subject to the control of the Board of Directors and shall perform such other duties as the Board of Directors may assign him from time to time. He may, along with the President, sign the stock certificates of the Company.

ARTICLE IV

Stock in Other Corporations

     Unless otherwise ordered by the Board of Directors, the President, or a proxy appointed by the President, shall have full power on behalf of the Company to vote at any meeting of stockholders of any corporation in which the Company may hold stock, and exercise all rights and powers of such stock which the Company might have exercised if present. The Board of Directors may confer like powers upon any other person or persons.

ARTICLE V

     Section 1. Certificate of Shares. Each stockholder shall be entitled to a certificate signed by the President, along with any other officer. The form of certificate shall be adopted by the Board of Directors.

     Section 2. Transfer of Shares. Shares shall be transferred only on the books of the Company upon surrender and cancellation of certificates for a like number of shares.

     Section 3. Closing of Transfer Books. The stock transfer books may be closed for a

shareholders’ meeting, and for the payment of dividends during such periods as the Board of Directors may fix from time to time, and during such periods, no stock shall be transferred.

ARTICLE VI

Signing of Checks and Notes

     Checks or notes of the Company shall be signed by such officers or persons as the Board of Directors may from time to time designate.

ARTICLE VII

Dividends on Stock

     Dividends on stock of the Company shall be payable as the Board of Directors may from time to time designate.

ARTICLE VIII

Corporate Seal

     A seal with the words, NORMAL LIFE OF LAKE CHARLES, INC., shall be the corporate seal of the Company.

ARTICLE IX

Amendment to By-Laws

     The Board of Directors shall have power to make, amend, and repeal the By-laws of the Company by vote of a majority of all of the directors at any regular or special meeting, without any prior notice of intention to make, amend, or repeal the By-laws, subject to the power of the shareholders to change or repeal any by-laws so made.

ARTICLE X

Indemnification

     The Company shall indemnify and hold harmless each director and officer now or

hereafter serving the Company 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 Company and/or by reason of his alleged acts or 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, 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 Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Pursuant to the Company’s indemnification obligations set forth above, the Company shall also reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any or 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 in actions by or in the right of the Company no director or officer shall be indemnified against any claim or liability arising out of his own willful or intentional 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 of the Company the director or officer against whom such claim or liability is asserted has not been guilty of willful or intentional misconduct. 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.

EX-3.94 70 l18301aexv3w94.htm EXHIBIT 3.94

Exhibit 3.94

ARTICLES OF INCORPORATION	UNITED STATS OF AMERICA
OF	STATE OF LOUISIANA
NORMAL LIFE OF LOUISIANA, INC.

PARISH OF ORLEANS

     BE IT KNOWN, that on this 19^th day of January, in the year of our Lord, One Thousand Nine Hundred Eighty-four:

     BEFORE ME, James A. Gray, II, a Notary Public, duly commissioned and qualified, in and for the Parish of Orleans, State of Louisiana, therein residing, and in the presence of the witnesses hereinafter named and undersigned:

     PERSONALLY CAME AND APPEARED: Gladys Jackson, who declared unto me, Notary, in the presence of the undersigned competent witnesses residing in the Parish and State aforesaid, that availing herself of the provisions of R.S. 12:1 to 178, she does by these presents form and organize herself, as well as all such other persons who may hereafter joint or become associated with her or her successors and assign, into a corporation in pursuance of said law for the objects and purposes and under the covenants, stipulations and agreements and in connection with the following Articles of Incorporation, to-wit:

Article 1. Name

The name and title of this corporation shall be:

NORMAL LIFE OF LOUISIANA, INC.

Article 2. Purpose

     The purpose of the corporation is to engage in any lawful activity for which a Louisiana Corporation may be formed.

Article 3. Existence

     The corporation shall have perpetual existence.

Article 4. Registered Office

     The location and post office address of the registered office of this corporation is 3715 Williams Boulevard, Kenner, Louisiana, 70065 which shall continue as the registered office of the corporation until changed by the Board of Directors in the manner required by law.

Article 5. Registered Agent

     The full name and post office address of the registered agent of this corporation for the service of process is:

JEFFERSON, BRYAN & GRAY

(A Law Corporation)

Suite 3000

1001 Howard Avenue

New Orleans, Louisiana 70113

Article 6. Stock

     The total authorized number of shares of this corporation is 10,000 shares of common stock with no par value. The stock of this corporation shall be issued only for cash or for property or services actually performed. The Board of Directors shall fix the terms and conditions of sale and the time for the payment of all stock sold.

     All voting rights at stockholders’ meetings are vested in the holders of shares of the stock of this corporation and each stockholder shall be entitled to one vote, either in person or by

proxy, for each share of stock standing in his name on the books of the corporation. The right of vote by proxy is hereby irrevocably vested in each and every stockholder.

     The said stock of this corporation shall be fully paid and non-assessable when issue, shall be represented by certificates and shall be personal property. No transfer of the said stock shall be binding upon this corporation unless said transfer is made in accordance with this charter and recorded in the books thereof.

     No stockholder shall ever enjoy any preemptive right to subscribe to any or all additions to the stock of this corporation.

Article 7. Directors

     The business and affairs of this corporation shall be managed and all the corporate powers thereof shall be vested in and exercised by a Board of not less than 3 nor more than 7 directors, unless and until otherwise provided by the by-laws of this corporation.

     The Board of Directors shall have authority to make and alter by-laws, fix their own qualifications, classifications or terms of office, and fix or increase their compensation, subject to the powers of the shareholders to change or repeal the by-laws so made.

     Unless and until otherwise provided in the by-laws, the Directors shall hold office until their successors have been duly elected and qualified, and the number, qualification, classification terms of office, manner of election, time and places of meetings and powers and duties of the Directors shall be as form time to time fixed by the by-laws.

     Any vacancy occurring on the Board of Directors shall be filled by the shareholders of the corporation for the unexpired term at any meeting of the Board of Directors. Any Director absent from a meeting may be represented by any other Director, according to the written instructions, general or special of said absent director filed with the Secretary.

     The general annual meeting of the stockholders for the election of Directors shall e held at the registered office of the Corporation and shall take place on the first Saturday in February, of each year, beginning with the year 1982 or the first day thereafter when such day is a legal holiday, unless or until otherwise provided by the by-laws.

     The failure from any cause whatsoever to hold the annual meeting of the stockholders or the failure to elect Directors thereafter, shall not dissolve this corporation, but the directors and officers then in office shall remain in office until their successors have been fully qualified and installed. Directors shall be elected by cumulative voting.

Article 8. Incorporator

The name and post office address of the incorporator is:

Gladys Jackson

Suite 3000 – 1001 Howard Avenue

New Orleans, Louisiana 70113

Article 9. Shareholders

     All the shareholders meetings, general or special, shall be held in the State of Louisiana, or any other place agreed upon by the Directors unless otherwise provided by the by-laws of this corporation, and at all stockholders meetings a majority of the stock, whether present or represented by proxy, shall constitute a quorum. All stockholders may vote at all stockholders’ meetings either in person or by his agent who is duly authorized in writing to appear and act for him.

Article 10. Consent of Shareholders

     A. Consent of shareholders may be given in writing by fifty-one(51%) percent of the shareholders without the necessity of a meeting of shareholders in any matter requiring an affirmative vote of shareholders to authorize or constitute corporate action.

     B. The consent, together with a certificate by the Secretary of the Corporation to the effect that the subscribers to the consent constitute fifty-one (51%) percent of the shareholders entitled to vote on the particular question, shall be filed with the records of the corporation. Prompt notice shall be given to all of the shareholders of the action taken pursuant to the consent.

Article 11. Consent of Directors

     Any action may be taken at a meeting of the Board of Directors of any committee thereof my be taken by a consent in writing signed by all of the directors or by all members of the committee as the case may be, filed with the records of proceedings of the Board of Committee.

Article 12. Insolvency of Corporation

     The corporation claims and shall have the benefits of the provisions of R.S. 12:161.

Article 13. Changes in Capital

     This charter may be amended and the capital of this corporation may be increased or decreased, or this corporation may be dissolved in the method and manner provided by law.

Article 14. Liability of Stockholders

     No stockholder of this corporation shall ever be held liable or responsible for the contractors or faults of this corporation in any further sum then the unpaid balance of the stock for which he has subscribed, nor shall any mere informality in organization have the effect of rendering his charter null or of exposing stockholders to any liability other than as above provided.

     THUS DONE AND SIGNED, in my office in New Orleans, La., in the presence of Stephanie Edwards and Lorraine Hamilton, competent witnesses, on the day, month and year

hereinabove mentioned.

/s/ Gladys Jackson
	INCORPORATOR

WITNESSES:

/s/Stephanie Edwards                    
      Stephanie Edwards

/s/Lorraine Hamilton                    
      Lorraine Hamilton

/s/James A. Gray, II                    
      NOTARY PUBLIC

INITIAL REPORT BY DOMESTIC CORPORATIONS

STATE OF LOUISIANA
PARISH OF ORLEANS

TO:	Secretary of State
	Baton Rouge, LA

Complying with R.S. 1950, 12:101, Normal Life of Louisiana, Inc. hereby makes its initial report as follows:

          Municipal Address of Location of its Registered Office:

3715 Williams Blvd.
Kenner, Louisiana 70065

          Name and address of Registered Agent:

Jefferson, Bryan & Gray
Suite 3000, 1001 Howard Ave.
New Orleans, LA 70113

          New Orleans, Louisiana, this 19^th day and January, 1984.

/s/Gladys Jackson
	Incorporator

Prepare and Furnished by
Paul J. Hardy
Secretary of State

STATEMENT OF CHANGE OF REGISTERED OFFICE, OR REGISTERED AGENT IN LOUISIANA (if only the address of the registered office or business office of the registered agent is changed, the statement need only be executed by the registered agent.)

NORMAL LIFE OF LOUISIANA, INC.

Name of Corporation

3715 Williams Boulevard, Kenner, Louisiana 70062

Registered Office

JEFFERSON, BRYAN, GRAY & JUPITER

Successor Registered Agent

Suite 1850 Poydras Center, 650 Poydras St., NOLA 70130

Address

Principal business establishment in the State of Louisiana:

 Street   3715 Williams Blvd      City     Kenner                State          LA                    

/s/James A. Gray, II
Jefferson, Bryan, Gray & Jupiter
Registered Agent
	President or Vice-President

State of Louisiana

Parish or County Jefferson

     On this 5^th day of December, 1986, personally appeared before me James A. Gray, II, who, being by me first duly sworn, declared that he is the Registered Agent of Normal Life of Louisiana, Inc., that he executed the foregoing document as Registered Agent of the corporation, and that the statements therein contained are true.

/s/Clare Jupiter
	Notary Public

8909G(2)

July 14, 1987

NOTICE OF RESIGNATION OF REGISTERED AGENT

To:	Normal Life of Louisiana, Inc.
	Attention: President
	Secretary of State
	State of Louisiana
	P.O. Box 94125
	Baton Rouge, LA 70804
	Clerk of Court
	and Ex-Officio Recorder of Mortgages
	Parish of Orleans
	State of Louisiana

     This constitutes written notice, pursuant to the Louisiana Business Corporation Law, of the resignation of the undersigned as the registered agent of NORMAL LIFE OF LOUISIANA, INC.

     Enclosed to the Secretary of State and to the Recorder of Mortgages are checks for the appropriate fees due each for filing this notice as required.

/s/ James A. Gray, II

Jefferson, Bryan & Gray

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OR 1987

To the State Corporation Department
State of Louisiana

STATE OF LOUISIANA

PARISH OF ORLEANS

On this 14th day of September, 1987, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared Robert A. Kutcher, who is to me known to be the person, and who, being duly sworn, acknowledged to me that he does hereby accept appointment as the Registered Agent of Normal Life of Louisiana, Inc., which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, Chapter 1, 2 and 3.

/s/ Robert A. Kutcher
	Registered Agent

Subscribed and sworn to before
me on the day, month, and year
first above set forth

NOTARY PUBLIC

NOTE: If the Agent is a Corporation authorized to act as an agent then the affidavit must be executed by an officer of the corporation.

Issued by James H. “Jim” Brown
Secretary of State
SS 388 (9/87)

EX-3.95 71 l18301aexv3w95.htm EXHIBIT 3.95

Exhibit 3.95

BYLAWS

OF

NORMAL LIFE OF LOUISIANA, INC.

ARTICLE I

SHAREHOLDERS

          Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the-end of the Corporation’s fiscal year. The. purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

          Section 2. Special Meetings. Special meetings of the shareholders, for any purpose, or purposes, 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. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Louisiana, as the place of meeting for any annual meeting or any special meeting of the shareholders. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Louisiana.

          Section 4. Notice of Meeting. The Secretary of the corporation shall give notice of any and all meetings to each shareholder of record entitled to vote at such meeting by mailing same to his address as it appears on the stock transfer books of the corporation at least ten days

1

before such meeting. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting.

          Section 5. Quorum. A majority of the shares of stock of the corporation entitled to vote shall constitute a quorum at a meeting of the shareholders.

          Section 6. Manner of Acting. The^-act of the majority of the shareholders present at a meeting at which a quorum is present shall be the act of the shareholders.

          Section 7. Voting of Shares. Subject to the provisions of Section 8 of this Article I, each outstanding share of stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

          Section 8. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to cast, in person or by proxy, as many votes in aggregate as he shall be entitled to vote under the Articles of Articles of Incorporation, multiplied by the number of directors to be elected at such election; and each shareholder may cast the whole number of votes for one candidate, or distribute such votes among two or more candidates.

          Section 9. Informal Action by Shareholders. Unless otherwise provided by law, 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 executed by all of the shareholders entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE II

BOARD OF DIRECTORS

          Section 1. General Powers. The business and affairs of the corporation shall be managed by the Board of Directors.

2

          Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of four (4) members. The number of the members of the Board of Directors may, at any time, be increased or decreased by amendment of these Bylaws. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

          Section 3. Regular Meetings. The 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 shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State

of Louisiana, for the holding of additional regular meetings without other notice than such resolution.

          Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, Vice President or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Louisiana, as the place for holding any special meeting of the Board of Directors called by them.

          Section 5. Notice. Notice of any special meeting shall be given at least three days previous thereto by written notice delivered personally or mailed to each Director at his last known address. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.

          Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.

          Section 7. Manner of Acting. The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

          Section 8. 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.

3

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 shall be filled by the affirmative vote of a majority of directors. A Director elected to fill a vacancy by reason of an increase in the number of directors shall serve until the next annual meeting of shareholders.

          Section 9. Informal Action by Board of Directors. Unless otherwise provided by law, 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 may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be executed by all of the Directors entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE III

OFFICERS

          Section 1. Number. The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person if the corporation has more than one shareholder. The Board of Directors may appoint such other officers and agents as it shall deem necessary. The salaries of all officers and agents shall be fixed by the Board of Directors.

          Section 2. Election and Term of Office. The officers to be elected by the Board of Directors shall be elected annually 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 possible. Each officer shall hold office until his successor shall have been duly elected and qualified.

4

          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 interests of the corporation would be served thereby.

          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. Duties. The duties of the officers and agents of the corporation shall be such as are usually performed by corporate officers and agents or as may be fixed from time to time by the Board of Directors, including, but not limited to the following:

(a) PRESIDENT. The president shall be the principal executive officer of the corporation and shall generally supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general 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.

(b) VICE PRESIDENT. The vice president shall perform all the duties of the president in the president’s absence and in general shall perform all duties incident to the office of vice president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) SECRETARY. The secretary shall.: (1) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (2) see that all notices are given in accordance with the provisions of these bylaws, or as required by law; (3) be custodian of the corporation records; (4) keep a register of the post office address of each shareholder and director which shall be furnished to the secretary by such persons; (5) sign with the president, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (6) have general charge of the stock transfer books of the corporation; (7) in general perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.

(d) TREASURER. The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) receive and give

5

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; and (3) 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 President or the Board of Directors.

ARTICLE IV

FISCAL YEAR

The fiscal year of the Corporation shall begin on January 1 and end on December 31.

ARTICLE V

DIVIDENDS

          The Board of Directors may from time to time declare, and the corporation may pay, dividends in cash, property, or its own shares in the manner and upon the terms and conditions provided by law.

ARTICLE VI

WAIVER OF NOTICE

          Whenever any notice is required to be given to any shareholder or Director under the provisions of these Bylaws or under the Articles of Incorporation or by statute, a waiver there of 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 VII

AMENDMENTS

          These Bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

6

EX-3.96 72 l18301aexv3w96.htm EXHIBIT 3.96

Exhibit 3.96

ARTICLES OF INCORPORATION
OF
NORMAL LIFE OF SOUTHERN INDIANA, INC.

          1. The corporation’s name shall be Normal Life of Southern Indiana, Inc.

          2. The corporation’s duration shall be perpetual.

          3. The corporation’s purposes shall be to engage in and transact any and all lawful business for which corporations may be incorporated under the Indiana Business Corporation Act.

          4. The corporation shall have authority to issue 1,000 shares of common stock without par value. The corporation shall not commence business until it has received at least $1,000.00 of paid-in capital for the issuance of shares.

          5. The address of the corporation’s initial registered office shall be:

Suite 0
1016 Weinbach Avenue
Evansville, Indiana 47714

The name of the corporation’s initial registered agent at that address shall be William F. Beaven.

          6. The number of Directors constituting the corporation’s initial Board of Directors shall be four (4). The members of the initial Board of Directors and their residence addresses shall be:

William F. Beaven
P. O. Box 95, Hwy. 359
Uniontown, Kentucky 42461

Michael W. Mefford
606 Powhaten
Madisonville, Kentucky 42431

J. Robert Shaver
9708 Timberbrook Drive
Louisville, Kentucky 40223

Donnie Lindsey
General Delivery
Beaver Dam, Kentucky 42320

          7. Any written consent by any shareholder with respect to any action to be taken by unanimous written consent rather than at a meeting of shareholders may be signed on behalf of that shareholder by the person or persons who would be entitled to vote that shareholder’s shares with respect to the action if the action were taken at a meeting of the shareholders.

          8. If any shareholder or shareholders shall enter into with any shareholder or shareholders or with the corporation any agreement imposing any restrictions upon the transfer of shares of common stock of the corporation and shall deliver a copy of the agreement to the Secretary to be kept on file at the corporation’s registered office, then the shares subject to such restrictions shall be transferable only in accordance with such agreement and may be transferred on the stock transfer books of the corporation only in accordance with such agreement.

          9. The name and address of the incorporator is William G. Craig, Jr., 100 St. Ann Building, Owensboro, Kentucky 42301.

/s/ William G. Craig, Jr.

 William G. Craig, Jr.

DATE: August 1, 1983

STATE OF KENTUCKY
COUNTY OF DAVIESS

          SUBSCRIBED, SWORN AND ACKNOWLEDGED before me by William G. Craig, Jr., incorporator for the above named proposed corporation, this August 1, 1983.

/s/ Kimberly J. Anderson

Kimberly J. Anderson

Notary Public, Ky. State-at-Large

My commission expires: 3-4-85

EX-3.97 73 l18301aexv3w97.htm EXHIBIT 3.97

Exhibit 3.97

BYLAWS

OF

NORMAL LIFE OF SOUTHERN INDIANA, INC.

ARTICLE I

SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election^-of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Co ..ration and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings. Special meetings of the shareholders, for any purpose, or purposes, 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. Place of Meeting. The Board of Directors may designate any place, either within or without the-Commonwealth of Kentucky, as the place of meeting for any annual meeting or any special meeting of the shareholders. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Indiana.

     Section 4. Notice of Meeting. The Secretary of the corporation shall give notice of any and all meetings to each shareholder of record entitled to vote at such meeting by mailing

same to his address as it appears on the stock transfer books of the corporation at least ten days

2

before such meeting. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting.

     Section 5. Quorum. A majority of the shares of stock of the corporation entitled to vote shall constitute a quorum at a meeting of the shareholders.

     Section 6. Manner of Acting. The act of the majority of the shareholders present at a meeting at which a quorum is present shall be the act of the shareholders.

     Section 7. Voting of Shares. Subject to the provisions of Section 8 of this Article I, each outstanding share of stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 8. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to cast, in person or by proxy, as many votes in aggregate as he shall be entitled to vote under the Articles of Articles of Incorporation, multiplied by the number of directors to be elected at such election; and each shareholder may cast the whole number of votes for one candidate, or distribute such votes among two or more candidates.

     Section 9. Informal Action by Shareholders. Unless otherwise provided by law, 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 executed by all of the shareholders entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE II

BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the corporation shall be managed by the Board of Directors.

3

     Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of four (4) members. The number of the members of the Board of Directors may, at any time, be increased or decreased by amendment of these Bylaws. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 3. Regular Meetings. The 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 shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Indiana, for the holding of additional regular meetings without other notice than such resolution.

     Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, Vice President or any member of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Indiana, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice. Notice of any special meeting shall be given at least three days previous thereto by written notice delivered personally or mailed to each Director at his last known address. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.

     Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.

     Section 7. Manner of Acting. The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

4

     Section 8. 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. 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 shall be filled by the affirmative vote of a majority of directors. A Director elected to fill a vacancy by reason of an increase in the number of directors shall serve until the next annual meeting of shareholders.

     Section 9. Informal Action by Board of Directors. Unless otherwise provided by law, 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 may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be executed by all of the Directors entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE III

OFFICERS

     Section 1. Number. The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person if the corporation has more than one shareholder. The Board of Directors may appoint such other officers and agents as it shall deem necessary. The salaries of all officers and agents shall be fixed by the Board of Directors.

     Section 2. Election and Term of Office. The officers to be elected by the Board of Directors shall be elected annually at the first meeting of the Board of Directors held after each

5

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 possible. Each officer shall hold office until his successor shall have been duly elected and qualified.

     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 interests of the corporation would be served thereby.

     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. Duties. The duties of the officers and agents of the corporation shall be such as are usually performed by corporate officers and agents or as may be fixed from time to time by the Board of Directors, including, but not limited to the following:

(a) PRESIDENT. The president shall be the principal executive officer of the corporation and shall generally supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general 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.

(b) VICE PRESIDENT. The vice president shall perform all the duties of the president in the president’s absence and in general shall perform all duties incident to the office of vice president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) SECRETARY. The secretary shall: (1) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (2) see that all notices are given in accordance with the provisions of these bylaws, or as required by law; (3) be custodian of the corporation records; (4) keep a register of the

6

post office address of each shareholder and director which shall be furnished to the secretary by such persons; (5) sign with the president, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (6) have general charge of the stock transfer books of the corporation; (7) in general perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.

(d) TREASURER. The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) 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; and (3) 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 President or the Board of Directors.

ARTICLE IV

FISCAL YEAR

     The fiscal year of the Corporation shall begin on January 1, and end on December 31.

ARTICLE V

DIVIDENDS

     The Board of Directors may from time to time declare, and the corporation may pay, dividends in cash, property, or its own shares in the manner and upon the terms and conditions provided by law.

ARTICLE VI

WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or Director under the provisions of these bylaws or under the Articles of Incorporation or by statute, 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.

7

ARTICLE VII

AMENDMENTS

     These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

8

EX-3.98 74 l18301aexv3w98.htm EXHIBIT 3.98

Exhibit 3.98

APPROVED
ARTICLES OF INCORPORATION
OF
NORMAL LIFE, INC.

     1. The corporation’s name shall be Normal Life, Inc.

     2. The corporation’s duration shall be perpetual.

     3. The corporation’s purposes shall be to engage in and transact any and all lawful business for which corporations may be incorporated under the Indiana Business Corporation Act.

     4. The corporation shall have authority to issue 1,000 shares of common stock without par value. The corporation shall not commence business until it has received at least $1,000.00 of paid-in capital for the issuance of shares.

     5. The address of the corporation’s initial registered office shall be:

Suite 0
1016 Weinbach Avenue
Evansville, Indiana 47714

     The name of the corporation’s initial registered agent at that address shall be William F. Beaven.

     6. The number of Directors constituting the corporation’s initial Board of Directors shall be four (4). The members of the initial Board of Directors and their residence addresses shall be:

William F. Beaven
P. 0. Box 95, Hwy. 359
Uniontown, Kentucky 42461

Michael W. Mefford
606 Powhaten
Madisonville, Kentucky 42431

J. Robert Shaver
9708 Timberbrook Drive
Louisville, Kentucky 40223

Donnie Lindsey
General Delivery
Beaver Dam, Kentucky 42320

     7. Any written consent by any shareholder with respect to any action to be taken by unanimous written consent rather than at a meeting of shareholders may be signed on behalf.: of that shareholder by the person or persons who would be entitled to vote that shareholder’s shares with respect to the action if the action were taken at a meeting of the shareholders.

     8. If any shareholder or shareholders shall enter into with any shareholder or shareholders or with the corporation any agreement imposing any restrictions upon the transfer of shares of common stock of the corporation and shall deliver a copy of the agreement to the Secretary to be kept on file at the corporation’s registered office, then the shares subject to such restrictions shall be transferable only in accordance with such agreement and may be transferred on the stock transfer books of the corporation only in accordance with such agreement.

     9. The name and address of the incorporator is William G. Craig, Jr., 100 St. Ann Building, Owensboro, Kentucky 42301.

/s/ William G. Craig, Jr.

William G. Craig, Jr.

DATE :

STATE OF KENTUCKY
COUNTY OF DAVIESS

     SUBSCRIBED, SWORN AND ACKNOWLEDGED before me by William G. Craig, Jr., incorporator for the above named proposed corporation, this August 1, 1983.

Notary Pubic Ky. State-at-Large

My commission expires:

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

OF

NORMAL LIFE, INC.

     I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that Articles of Amendment for the above Corporation have been filed in the form prescribed by my office, prepared and signed in duplicate in accordance with Chapter Four of the Indiana General Corporation Act (IC 23-1-4). The name of the corporation is amended as follows:

NORMAL LIFE OF INDIANA, INC.

     NOW, THEREFORE, upon due examination, I find that the Articles of Amendment conform to law, and have endorsed my approval upon the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy of such Articles has been filed in my office; and that the remaining copy of such Articles bearing the endorsement of my approval and filing has been returned by me to the Corporation.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis,
this	day of
May		1985
/s/ Edwin J. Simcox
EDWIN J. SIMCOX, Secretary of State
By
Deputy

NORMAL LIFE, INC.

     J. Robert Shaver, President and Michael W. Mefford, Secretary, of the above-named corporation, respectfully show that:

     1. Normal Life, Inc., was incorporated on August 4, 1983.

     2. At a duly called meeting of the Board of Directors of the above-named corporation held on April 29, 1985, with a quorum present, said Board of Directors by majority vote of the Directors present, duly adopted the following resolution, to-wit:

RESOLVED, that Article One (1) of the Articles of Incorporation of Normal Life, Inc., is hereby amended as follows:

Article 1. The name of this company shall be Normal Life, Inc., be and is hereby amended to read as follows:

Article 1. The name of this corporation shall be Normal Life of Indiana, Inc.

RESOLVED FURTHER, that a special meeting of the shareholders of this corporation entitled to vote in respect thereof is hereby called to be held May 10, 1985, at 10:00 a.m.

     3. That notice of the submission of said resolution of amendment to the shareholders at a duly called special meeting held on May 10, 1985, at 525 Sycamore Street, Evansville, Indiana, was given in accordance with the requirements of Section 8, paragraph (d) of the Indiana General Corporation Act, approved March 16, 1929.

     4. At said shareholders’ meeting the foregoing resolution of amendment was duly presented and adopted by the following vote and in the manner set forth in this certificate: No. of shares entitled to vote, 1,000. No. of shares voting in the affirmative, 1,000. No. of shares voting in the negative.

     5. The shares voting in respect of the foregoing resolution of amendment were in compliance with the provisions of Sections 24 and 25 of the Indiana General Corporation Act, approved March 16, 1929.

     WITNESS our hands and seals this 10th day of May, 1985.

NORMAL LIFE, INC., By:
By:	/s/ J. Robert Shaver
J. Robert Shaver, President

/s/ Michael W. Mefford

Michael W. Mefford, Secretary

STATE OF KENTUCKY	)
	)
COUNTY OF DAVIESS	)

     Before me, a notary public, in and for said county and state, personally appeared J. Robert Shaver, President, and Michael W. Mefford, Secretary, and acknowledged the execution of the foregoing instrument.

Notary Public

My commission expires

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

     WHEREAS, there has been presented to me at this office, Articles of Amendment for:

NORMAL LIFE OF INDIANA INC

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

The name of the corporation is amended as follows:

NORMAL LIVE OF SOUTHERN INDIANA, INC.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is December 17, 1996.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Seventeenth day of December  , 1996.

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NORMAL LIFE OF INDIANA, INC.

     The undersigned officer of Normal Life of Indiana, Inc. (hereinafter referred to as the “Corporation”), existing pursuant to the provisions of the Indiana Business Corporation Law as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certifies the following facts:

     FIRST: The date of incorporation of the Corporation is August 4, 1983.

     SECOND: The exact text of Article I of the Articles of Incorporation is hereby changed, and the name of the Corporation shall be as set forth below following this amendment to the Articles of incorporation:

     1. The corporation’s name shall be Normal Life of Southern Indiana, Inc.

     THIRD: The Sole Shareholder and the Board of Directors of the Corporation duly adopted a resolution approving the change of name and the amendment to Article I of the Articles of Incorporation as set forth above by written consent dated July 1, 1996.

     IN WITNESS WHEREOF, the undersigned, by and through its duly authorized officer, does make these Articles of Amendment, and such officer hereby affirms, under penalty of perjury that these Articles of Amendment are his act and deed and that the facts stated herein are true, this 16th day of December, 1996.

NORMAL LIFE OF SOUTHERN INDIANA, INC (f/k/a NORMAL LIFE OF INDIANA , INC.)
By:	/s/ John G. Hundley
	John G. Hundley
Title:	Assistant Secretary

EX-3.99 75 l18301aexv3w99.htm EXHIBIT 3.99

Exhibit 3.99

BYLAWS

OF

NORMAL LIFE, INC.

     I, Michael W. Mefford, Secretary of Normal Life, Inc. (the “Corporation”), hereby certify that the following Bylaws were duly adopted by a unanimous written consent dated November 18, 1983, signed by the Directors of the Corporation and such Bylaws have not been amended or rescinded and are now in full force and effect.

/s/Michael W. Mefford

Michael W. Mefford, Secretary

Date: November 18, 1983

BYLAWS

OF

NORMAL LIFE, INC.

ARTICLE I

SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and. the         .transaction of such other business as may properly. come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings. Special meetings of the shareholders, for any purpose, or purposes, 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. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Kentucky, as the place of meeting for any annual meeting or any special meeting of the shareholders. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Kentucky.

     Section 4. Notice of Meeting. The Secretary of the corporation shall give notice of any and all meetings to each shareholder of record entitled to vote at such meeting by mailing same to his address as it appears on the stock transfer books of the corporation at least ten days before such meeting. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting.

     Section 5. Quorum. A majority of the shares of stock of the corporation entitled to vote shall constitute a quorum at ,a meeting of the shareholders.

     Section 6. Manner of Acting. The act of the majority of the shareholders present at a meeting at which a quorum is present shall be the act of the shareholders.

     Section 7. Voting of Shares. Each outstanding share of stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 8. Informal Action by Shareholders. Unless

otherwise provided by law, 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 executed by all of the shareholders entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

     Section 9. Restriction. No transfer of any shares now or hereafter owned by any shareholder shall be valid unless the shareholder complies with the provisions of this Section. As used in the immediately preceding sentence, “transfer” shall include, without limitation, gift, sale, pledge, hypothecation, transfer or assignment, by operation of law or otherwise, or any other disposition. Prior to any transfer, the shareholder shall deliver written notice to the Corporation of the terms of the transfer and the Corporation, by action by the Board of Directors, shall have a period of thirty (30) days within which to acquire the shares of the shareholder then proposed to be transferred upon the same terms as set forth in such written notice. If the Corporation does not notify the shareholder of its election to acquire such shares upon the terms specified in such written notice within thirty (30) days after the receipt of the same, then the shareholder shall be permitted to proceed with the proposed transfer unless such proposed transfer is not completed within thirty (30) days after the expiration of the

30-day notice period, in which event, the shareholder must again give notice to the Corporation prior to transfer.

ARTICLE II

BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the corporation shall be managed by the Board of Directors.

     Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of four (4) members. The number of the members of the Board of Directors may, at any time, be increased or decreased by amendment of these Bylaws. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 3. Regular Meetings. The 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 shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Kentucky, for the holding of additional regular meetings without other notice than such resolution.

     Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, Vice-President or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Kentucky, as the place for holding any special meeting of the

Board of Directors called by them.

     Section 5. Notice. Notice of any special meeting shall be given at least three days previous thereto by written notice delivered personally or mailed to each Director at his last known address. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.

     Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.

     Section 7. Manner of Acting. The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     Section 8. 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. 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 shall be filled by the affirmative vote of a majority of directors. A Director elected to fill a vacancy by reason of an increase in the number of directors shall serve until the next annual meeting of shareholders.

     Section 9. Informal Action by Board of Directors. Unless otherwise provided by law, 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 may be taken

without a meeting if a consent in writing, setting forth the action so taken, shall be executed by all of the Directors entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE III

OFFICERS

     Section 1. Number. The officers of the corporation shall’ be a President, a Vice President, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person if the corporation has more than one shareholder. The Board of Directors may appoint such other officers and agents as it shall deem necessary. The salaries of all officers and agents shall be fixed by the Board of Directors.

     Section 2. Election and Term of Office. The officers to be elected by the Board of Directors shall be elected annually 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 possible. Each officer shall hold office until his successor shall have been duly elected and qualified.

     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 interests of the corporation would be served thereby.

     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. Duties. The duties of the officers and agents of the corporation shall be such as are usually performed by corporate officers and agents or as may be fixed from time to time by the Board of Directors, including, but not limited to the following:

(a) PRESIDENT. The president shall be the principal executive officer of the corporation and shall generally supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general 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.

(b) VICE PRESIDENT. The vice president shall perform all the duties of the president in the president’s absence and in general shall perform all duties incident to the office of vice president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) SECRETARY. The secretary shall: (1) keep the minutes of the shareholders’ ,and of the Board of Directors’ meetings in one or more books provided for that purpose; (2) see that all notices are given in accordance with the provisions of these bylaws, or as required by law; (3) be custodian of the corporation records; (4) keep a register of the post office address of each shareholder and director which shall be furnished to the secretary by such persons; (5) sign with the president, certificates for shares of the corporation, the issue of which shall have

been authorized by resolution of the Board. of Directors; (6) have general charge of the stock transfer books of the corporation; (7) in general perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.

(d) TREASURER. The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) 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; and (3) 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 President or the Board of Directors.

ARTICLE IV

FISCAL YEAR

     The fiscal year of the Corporation shall begin on October 1 and end on September 30.

ARTICLE V

DIVIDENDS

     The Board of Directors may from time to time declare, and the corporation may pay, dividends in cash, property, or its own shares in the manner and upon the terms and conditions provided by law.

ARTICLE VI

WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or Director under the provisions of these bylaws or under the Articles of Incorporation or by statute, 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 VII

AMENDMENTS

     These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

EX-3.100 76 l18301aexv3w100.htm EXHIBIT 3.100

Exhibit 3.100

ARTICLES OF INCORPORATION
OF
P.S.I. HOLDINGS, INC.

     The undersigned, desiring to form a corporation for profit under Chapter 1701 of the Ohio Revised Code, does hereby certify:

     FIRST: The name of the corporation shall be P.S.I. Holdings, Inc.

     SECOND: The place in Ohio where the principle office of the corporation is to be . located in the City of Dublin, County of Franklin.

     THIRD: The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 of the Ohio Revised Code.

     FOURTH: The authorized number of shares of the corporation shall be one thousand (1,000), all of which shall be common shares, each without par value.

     FIFTH: The directors of the corporation shall have the power to cause the corporation from time to time, and at any time, to purchase, hold, sell, transfer or otherwise deal with (A) shares of any class or series issued by it, (B) any security or other obligation of the corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the articles of the corporation, and (C) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the articles of the corporation. The corporation shall have the tight to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the corporation. The authority granted in this Article Fifth

of these articles shall not limit the plenary authority of the directors to purchase, hold, sell, transfer, or otherwise deal with shares of any class or series, securities, or other obligations issued by the corporation or authorized by its articles.

     SIXTH: No shareholder of the corporation shall have, as a matter of right, the preemptive right to purchase or subscribe for shares of any class, now or thereafter authorized, or to purchase or subscribe for securities or other obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any share.

     IN WITNESS WHEREOF, I have hereunto signed my name this 22nd of December, 1998.

/s/ Anne M. Sturtz Anne M. Sturtz, Incorporate

EX-3.101 77 l18301aexv3w101.htm EXHIBIT 3.101

Exhibit 3.101

CODE OF REGULATIONS
OF
P.S.I. HOLDINGS INC.

ARTICLE 1

SHAREHOLDERS

     SECTION 1.1. Annual Meeting.

     An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any-reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as-is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2. Special Meeting.

     A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least seven (7) and not more than sixty (60) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Ohio as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notice or waivers of notice thereof.

     SECTION 1.4. Notice of Meeting.

     Every shareholder shall furnish the secretary of the corporation with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise

expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than seven (7) days before nor more than sixty (60) days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meeting of shareholders in accordance with Section 1.12.

     Every notice of a shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or by proxy and entitled to vote shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjournment meeting at which a quorum is present, any business may be transacted which might nave been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

1)	Roll call;
2)	Appointment of inspectors of election, if requested;
3)	Proof of notice of meeting or waiver thereof;

A QUORUM BEING PRESENT:

4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6)	Report of officers, if any;
7)	Reports of committees, if any;
8)	Election of directors, if any;
9)	Unfinished business, if any; and
10)	New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9. Cumulative Voting.

     If notice in writing shall be given by a shareholder to the president, a vice president or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty four hours before such time, that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as is determined by multiplying the number of directors to be elected by the number of votes to which such shareholder is entitled, or to distribute such number of votes on the same principle among two or more candidates, as he sees fit.

     SECTION 1.10. Proxies.

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent or to give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need

not be sealed; witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of existing law or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

     SECTION 1.11. Fixing Record Date.

     The board of directors may fix in advance a date, not earlier than the date upon which such date is fixed and not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice any such meeting, or to vote at any such meeting, or to receive payment-of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.12. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.13. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of the State of Ohio, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

BOARD OF DIRECTORS

     SECTION 2.1. General Powers of Board.

     The powers of the corporation shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the board of directors, except as otherwise provided by the laws of the State of Ohio, the articles or these regulations.

     SECTION 2.2. Number and Qualifications.

     The number of directors, none of whom need be shareholders of the corporation, shall not be fewer than three (3) nor more than seven (7); provided, however, that if the corporation at any time has less than three (3) shareholders, the number of directors shall equal the number of shareholders. The number of directors may be from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors, by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability; and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At all elections of directors the candidates receiving the greatest number of votes shall be elected.

     SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed or dies, each director shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole-authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole-authorized number of directors.

     SECTION 2.8. Bylaws.

     The Board of Directors may adopt bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meeting and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of the law, the articles or these regulations.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. 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. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10. Removal of Directors.

     Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of the State of Ohio., the articles or these regulations, may be taken without a meeting if authorized by writing signed by all the directors.

ARTICLE 3

OFFICERS

     SECTION 3.1. Number and Titles.

     The officers of the corporation shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof. No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made

to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice^-presidents the corporation shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the corporation shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned, is removed or dies. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3. Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the corporation may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5. Resignations.

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein.

Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filed in the manner prescribed for regular appointments of elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the corporation may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8, subject to the control of the board of directors. The president shall superintend and manage the business of the corporation, coordinate and supervise the employees, fix the compensation of, discipline and discharge its personnel, employ agents, professional advisers and consultants and perform all functions of a general manager of the corporation’s business. He or she may sign certificates for shares in the corporation. He or she may sign, execute and deliver in the name of the corporation all deeds, mortgages, bonds, contracts and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the corporation to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of the .directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the corporation; receive and give receipts for amounts payable to the corporation from any sources whatsoever; deposit all monies in the name of the corporation in such depositories pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositories of the corporation signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transaction of the corporation and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the corporation and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

     SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the. absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13. The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders and the board of directors in one or more books provided for that purpose;
(b)	See that all notices are duly given in accordance with these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the corporation and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the corporation and of the records thereof. Such records shall reflect the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each become the holder thereof;
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificate at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.12 above, certified by the officer or agent in charge of the transfer of shares;
(h)	Sign (or see that the treasurer or other proper officer of the corporation authorized by the board of directors signs) with the president or vice president, certificates for shares in the corporation;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, the president or the board of directors may designate.

ARTICLE 4

SHARES AND THEIR TRANSFER

     SECTION 4.1. Certificate for Shares.

     Every owner of one or more shares in the corporation shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the corporation owned by him or her. The certificate of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the corporation by the chairman of the board or the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the corporation shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate 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 certificates until such existing certificates shall have been so canceled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the corporation shall be made only on the books of the corporation by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the corporation or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the corporation shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3. Rules.

     The board of directors may make such rules and regulations, as it may deem expedient, not inconsistent with law, the articles or these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules to be effective shall be incorporated in these regulations. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced or mutilated but it is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it

canceled and a new certificate issued in its place. The holder of any shares shall immediately notify the corporation if a certificate shall be lost, destroyed, or mutilated beyond recognition and the corporation may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the corporation a bond with such surety or sureties and in such sum as it shall direct, to indemnify the corporation and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of the State of Ohio.

ARTICLE 5

INDEMNIFICATION AND INSURANCE

     SECTION 5.1. Indemnification.

     The corporation shall indemnify any officer or director of the corporation 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, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, agent-or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys fees, filing fees, court reporter’s fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if his act or omission giving rise to any claim for indemnification under this Section 5.1 was not occasioned by his intent to cause injury to the corporation or by his reckless disregard for the best interests of the corporation, and in respect of any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. It shall be presumed that no act or omission of a person claiming indemnification under this Section 5.1 that gives rise to such claim was occasioned by an intent to cause injury to the corporation or by a reckless disregard for the best interests of the corporation and, in respect of any criminal matter, that such person had no reasonable cause to believe his conduct was unlawful; the presumption recited in this Section 5.1 can be rebutted .only by clear and convincing evidence, and the termination of any action, suit or proceeding by. judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.

     SECTION 5.2. Court Approved Indemnification.

     Anything contained in these regulations or elsewhere to the contrary notwithstanding:

     (A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted 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, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for an act or omission occasioned by his deliberate intent to cause injury to the corporation-or by his reckless disregard for the best interests of the corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and

     (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.2.

     SECTION 5.3. Indemnification for Expenses.

     Anything contained in these regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him in connection therewith.

     SECTION 5.4. Determination Required.

     Any indemnification required under Section 5.1 and not precluded under. Section 5.2 shall be made by the corporation only upon a determination that such indemnification is proper in the circumstances because the officer or director has met the applicable standard of conduct set forth in Section 5.1. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.4 at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.4); and no failure for any reason to make any such determination, and no

decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.4 shall be evidence .in rebuttal of the presumption recited in Section 5.1. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.4 to make indemnification in respect of any claim, issue_. or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

     SECTION 5.5. Advances for Expenses.

     The provisions of Section 1701.13 (E) (5) (a) of the Ohio Revised Code do not apply to the corporation. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.1 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, his relevant action or failure to act was occasioned by his deliberate intent to cause injury to the corporation-or his reckless disregard for the best interests of the corporation, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the circumstances, he is fairly and reasonably entitled to all or part of such indemnification.

     SECTION 5.6. Article 5 Not Exclusive.

     The indemnification provided by this Article 5 shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the articles, these regulations, any agreement, a vote of 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 an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     SECTION 5.7. Insurance.

     The corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a director, officer, employee, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit),

limited liability company, 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 obligation or the power to indemnify him against such liability under the provisions of this Article 5. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     SECTION 5.8. Certain Definitions.

     For purposes of this Article 5, and as an example and not by way of limitation: (A) A person claiming indemnification under this Article 5 shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him) and (B) References to an “other enterprise” shall include employee tax benefit plans; references to a “fine” 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, 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.

     SECTION 5.9. Venue.

     Any action, suit or proceeding to determine a claim for, or for repayment to the corporation of, indemnification under this Article 5 may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Franklin County, Ohio. The corporation and (by claiming or accepting such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any such action, suit or proceeding.

ARTICLE 6

EXAMINATION OF BOOKS BY SHAREHOLDERS

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts and documents of the corporation shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in these regulations. No shareholder shall be denied any right to inspect any book record, account or document of the corporation. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours of business be open to examination of every shareholder at the principal office or place of business of the corporation.

ARTICLE 7

DIVIDENDS, SURPLUS, ETC.

     The board of directors may declare dividends on the shares of the corporation whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the corporation render advisable. Dividends may be declared subject to the provisions of the articles and of these regulations and to the extent and as permitted by law.

     The board of directors at any time may cause the corporation to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the corporation unless such dividend or purchase or acquisition will not breach any contract or covenants of the corporation and it is reasonably believed that after such dividend or purchase or acquisition will not cause the assets of the corporation to be less than its liabilities plus stated capital. The corporation shall not speculate in its own shares or in the shares of any affiliated corporation.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the corporation’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the corporation. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 7, shall be deemed to have been so set aside by the board of directors for one or more said purposes.

ARTICLE 8

SEAL

     The board of directors may provide a corporate seal, which shall bear the full name of the corporation.

ARTICLE 9

AMENDMENT OF REGULATIONS

     These regulations may be amended by the affirmative vote or written-consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

EX-3.102 78 l18301aexv3w102.htm EXHIBIT 3.102

Exhibit 3.102

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF
PEOPLESERVE, INC.

ARTICLE I

Name

     The name of the Corporation is PeopleServe, Inc. (hereinafter called the “Corporation”).

ARTICLE IX

Registered Office; Registered Agent

     The address of the registered office of the Corporation is the State of Delaware ___ 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

Purposes and Powers

     The purposes for which the Corporation is organized am to engage in any lawful act or activity for which corporations may be organized wade the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

     The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000); all of such shares shall be without par value.

ARTICLE V

Directors

     A. Number of Directors. The affairs of the Corporation shall be managed and conducted by a Board of Directors, and unless otherwise provided in the Bylaws, the election of directors need not be by written ballot. The number of directors which shall constitute the whole

Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. A majority of the number of directors shall constitute a quorum for the transaction of business, except that any vacancy on the Board of Directors, whether created by an increase in the number of directors or otherwise, may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director.

     B. Power and Authority of the Board of Directors. The Board of Directors shall have such powers as are conferred on the Board of Directors by the laws of the State of Delaware. In furtherance of such powers, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation, without the consent or vote of the stockholders.

ARTICLE VI

Elimination of Certain Liability of Directors

     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 a breach of a 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 a director derived an improper personal benefit.

ARTICLE VII

Indemnification of Directors and Officers

     A. Right to Indemnification. To the fullest extent authorized by the General Corporation Law of the State of Delaware 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 said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding’) because 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, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him in connection with such Proceeding.

     B. Advancement of Expenses. Expenses incurred by such a person in his capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of that

person to repay such amounts unless it is ultimately determined that that person is entitled to be indemnified by the Corporation as authorized by the General Corporation Law of the State of Delaware. Expenses incurred by a person in any capacity other than as an officer or director of the Corporation may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors deems appropriate.

     C. Contract Rights; Nonexclusivity of Rights.

          1. Contract Right. The indemnification provided for by this Article VII shall be a contract right and shall continue as to persons who cease to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to this Certificate of Incorporation or repeal of any Article of this Certificate of Incorporation shall increase the liability of any director or officer of the Corporation for acts or omissions of such persons occurring prior to such amendment or repeal.

          2. Non-exclusivity of Rights. The right to indemnification conferred by the Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and in any other capacity.

     D. Insurance. 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, trustee, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of this Article VII or the General Corporation Law of the State of Delaware.

     E. Right of Claimant to Bring Suit. If a claim under paragraph A of this Article VII is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, 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 be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation), that the claimant has no met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant 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 or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she 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 claimant has not

met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not set the applicable standard of conduct.

ARTICLE VIII

Consent Actions of Stockholders

     Any action required or permitted to be taken by the stockholders 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 in writing, setting forth the actions 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.

ARTICLE IX

Amendment of Certificate of Incorporation

     A. Reservation of Rights. 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 shareholders herein are granted subject to this reservation.

     B. Amendment Procedure. Any amendment may be adopted by the affirmative vote of the holders of record of shares of stock entitled them to exercise at least a majority of the total voting power of all shareholders authorized under these Articles to vote, except as may be otherwise prescribed by the General Corporation Law of the State of Delaware.

EX-3.103 79 l18301aexv3w103.htm EXHIBIT 3.103

Exhibit 3.103

BYLAWS

OF

PEOPLESERVE, INC.

ARTICLE I

OFFICES

Section 1.1 — Registered Office.

The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 1.2 — 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 2.1 — Annual Meetings.

(a)

The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

(b)

If the annual meeting is not held or if directors are not elected at the meeting, the directors may be elected at any special meeting called and held for that purpose.

Section 2.2 — Special Meetings.

(a) A special meeting of stockholders may be called (i) by the President; or (ii) by any other officer or assistant officer then authorized pursuant to these Bylaws or

otherwise by the Board of Directors to call such meetings; or (iii) by a majority of the members of the Board of Directors acting with or without a meeting; or (iv) by any persons holding twenty-five percent (25%) or more of the shares then outstanding and entitled to vote at a meeting of stockholders.

(b)

Upon the request in writing being delivered to the President or to the Secretary by any person or persons entitled to call a meeting of stockholders, the person to whom the request is delivered shall give notice to stockholders of the meeting. If the request is refused, the person or persons making the request may call a meeting of stockholders by giving notice in the manner hereinafter provided in Section 2.04.

Section 2.3 — Place of Meetings.

(a)	The annual and all other meetings of the stockholders shall be held at such places as may from time to time be designated by the Board of Directors.
(b)	If another place has not been designated by the Board of Directors, all meetings shall be held at the principal office of the Corporation.

Section 2.4 — Notice of Meetings.

(a)	Each stockholder shall furnish the Secretary with an address to which notices of meetings and other notices or correspondence may be addressed.
(b)	Written notices of the time and place of any meeting of stockholders shall be given to each stockholder of record entitled to vote at such meeting by the President or by the Secretary or, in the event of their failure to do so, by the person or persons entitled to call such meeting.
(c)	Except as otherwise required by the laws of the State of Delaware, notice of any meeting of stockholders shall be given not more than sixty (60) days nor less than ten (10) days before the day upon which the meeting is to be held, by serving the notice personally upon each stockholder or by mailing the same to the address of each stockholder as last shown upon the records of the Corporation.
(d)	Except as otherwise required by the laws of the State of Delaware, no publication of any notice of any meeting of stockholders shall be required.
(e)	In the event of any transfer of shares after notice has been given, but prior to the day upon which the meeting is to be held, it shall not be necessary to give any additional notice to the transferee.
(f)	In addition to stating the time and the place of the meeting, every notice of a special meeting of stockholders shall state briefly the purpose specified by the person or persons calling such meeting. Any business other than that stated in the

2

notice shall be taken up at such meeting only with the unanimous written consent of the holders of all the shares entitled to vote at such meeting.

Section 2.5 -Stockholder List.

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 2.6 — Waiver of Notice of Meeting.

(a)	Any stockholder may, either before or after any meeting, waive any notice required to be given by law or under these Bylaws. Notice of any meeting of stockholders shall not be required to be given to any stockholder who attends such meeting either in person or by proxy.
(b)	Any waiver of notice must be in writing and filed with or entered upon the records of the Corporation.

Section 2.7 — Quorum.

(a)	Those stockholders present in person or by proxy entitling them to exercise a majority of the voting power shall constitute a quorum for any meeting of stockholders.
(b)	In the event of an absence of a quorum at any meeting or at any adjournment thereof, a majority of those present in person or by proxy and entitled to vote may adjourn such meeting from time to time. At any adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.8 — Action Without Meeting.

Any action which may be authorized or taken at a meeting of stockholders, may be taken without a meeting if authorized by a writing signed by all stockholders who would be entitled to notice of a meeting called for such purpose.

Section 2.9 — Organization.

3

Upon the request of any stockholder at any meeting of stockholders, the order of business shall be, unless changed by affirmative vote of a majority of the stockholders present in person or by proxy, as follows:

(i)	Roll call, to establish a quorum.
(ii)	Appointment of inspectors of election if requested.
(iii)	Acceptance of minutes of previous meeting.
(iv)	Presentation of annual financial report.
(v)	Presentation of reports of directors and committees.
(vi)	Presentation of officers’ reports.
(vii)	Election of Board of Directors.
(viii)	Consideration of unfinished business.
(ix)	Consideration of new business.

Section 2.10 -Voting.

(a)	Each stockholder of any class of the Corporation entitled to vote on any matter shall be entitled in person or.by proxy to one vote on each matter for each share registered in the stockholder’s name on the books of the Corporation.
(b)	Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. Persons voting pledged shares shall be entitled to vote such shares unless the pledgee shall have been expressly empowered by the stockholder to vote such             shares in which case only the pledgee or his proxy may vote such shares.

Section 2.11 — Proxies.

(a)	At any meeting of stockholders, any person who is entitled to attend, or to vote thereat, and to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by writing signed by such person.
(b)	Voting by proxy or proxies shall be governed by all of the provisions of the laws of the State of Delaware, including the provisions relating to the sufficiency of the writing, the duration of the validity of the proxy or proxies, and the power of substitution and revocation.

ARTICLE III

Board of Directors

Section 3.1 — General Powers.

4

The powers of the Corporation shall be exercised, its business and affairs conducted, and its property managed under the direction of the Board of Directors, except as otherwise provided by the laws of the State of Delaware, by the Certificate of Incorporation, or by these Bylaws.

Section 3.2 — Bylaws.

The Board of Directors may adopt bylaws to govern its own proceedings and its transactions of business, as well as the administration of the Corporation, the conduct of the Corporation’s business and other affairs, management of the Corporation’s property, and any other matters properly within the authority or discretion of the Board of Directors so long as consistent with the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws.

Section 3.3 — Number.

(a)	The Board of Directors shall consist of not less than one (1) nor more than fifteen (15) directors.
(b)	Without amendment of these Bylaws, the number of directors, subject to the foregoing limitations, may be fixed or changed by resolution adopted by the stockholders at any meeting.
(c)	No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

Section 3.4 — Classification and Term.

(a)

Unless the Board of Directors is divided into classes as provided in these Bylaws, the term of office of each director shall be until adjournment of the next succeeding annual meeting of stockholders, or an action in lieu thereof, at which directors are elected or until a successor is elected as director.

(b)

Without amendment of these Bylaws, the Board of Directors may be divided, by resolution of the stockholders, into two (2) or three (3) classes with each class to consist of three (3) or such larger number of directors’ as the stockholders shall from time to time determine. Each class shall be designated consecutively as Class 1, Class II, and Class III, if any. All classes shall be initially elected at the annual meeting of stockholders coinciding with or next following adoption of the resolution classifying the Board of Directors, and the initial term of office of each class shall be as follows: Class I shall be until the first such succeeding annual meeting; Class II shall be until the second such succeeding annual meeting; and Class III, if any, shall be until the third such succeeding annual meeting. Thereafter, the term of office of each class shall be until the second, or, if three (3) classes, the third annual meeting at which directors are elected after the initial

5

term of that class. Each director of each class shall bold office until a successor is elected as director.

Section 3.5 — Place of and Quorum and Manner of Acting Meetings.

(a)	Unless another place is designated by the Board of Directors, the place of all meetings shall be the principal office of the Corporation; provided, however, that any meeting may be held by telephone or through other communications equipment if all directors participating can hear each other.
(b)	Except as otherwise provided in these Bylaws, a majority of the number of directors shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting; provided that if the meeting is held by telephone or through other communications equipment at which all directors participating can hear each other, such participation shall constitute attendance at such meeting.
(c)	Except as otherwise provided in these Bylaws, the act of the majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.
(d)	In the absence of a quorum at any meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given.
(e)	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.
(f)	Special meetings of the board may be called by the president without notice to each director; 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 3.6 — Resignations.

(a)	Any director of the corporation may resign at any time by giving written notice to the President or Secretary of the Corporation.
(b)	A resignation shall take effect at the time specified therein, and, unless otherwise specified therein, shall become effective upon delivery. The acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation.

Section 3.7 — Removal of Directors.

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(a)	Any director may be removed, with or without cause, at any time by the affirmative vote of a majority of the outstanding shares then held of record by the shareholders of the Corporation entitled to vote at a special meeting of the shareholders called for that purpose.
(b)	Any vacancy in the Board of Directors caused by any removal may be filled by the shareholders at the same meeting.

Section 3.8 — Vacancies.

(a)

Vacancies in the Board of Directors may be temporarily filled until the next annual meeting of stockholders or until a successor is elected, by a majority vote of the remaining directors, even though they may be less than a quorum of the entire number of Directors constituting a full Board of Directors.

(b)

Stockholders entitled to elect directors shall have a right to fill any vacancy in the Board of Directors, whether the same has been temporarily filled by the remaining directors or not, at any special meeting of stockholders called for that purpose or at any annual meeting. Any director so elected by the stockholders to fill a vacancy shall serve for the remaining term of the vacant office and until a successor is elected and qualified.

ARTICLE IV

Executive and Other Committees

Section 4.1 — Creation.

(a)

The Board of Directors may create an Executive Committee. which shall have and may exercise all the power of the board of directors in the management of the business and affairs of the Corporation during the intervals between the meetings of the board of directors, so far as may be permitted by law and these bylaws, or any other committee of directors consisting of not less than three (3) directors, and may delegate to each such committee any of the authority of the Board of Directors other than the filling of vacancies on the Board of Directors or in any committee of directors.

(b)

Each such committee shall serve at the pleasure of the Directors, shall act only in the intervals between meetings of the Directors, and shall be subject to the control and direction of the Directors.

Section 4.2 — Alternate and Ex Officio Members.

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(a)

The Board of Directors may appoint one or more Directors as alternate members of any committee, which alternate member or members may take the place of any absent member or members at any meeting of such committee.

(b)

The Board of Directors may appoint any one or more persons (including persons who are not directors) as ex officio members of any committee, which ex officio member or members shall be entitled to be present in person, to present matters for consideration and to take part in consideration of any business by the committee at any meeting of the committee, but which ex officio member or members shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in any way for purposes of authorizing any act or other transaction of business by such committee.

Section 4.3 — Authority and Manner of Acting.

(a)	Unless otherwise provided in these Bylaws or unless otherwise ordered by the Board of Directors, any such committee may act by majority of its members (excluding ex officio members) at a meeting or by a writing or writings signed by all of its members (excluding ex officio members).
(b)	Any act or authorization of an act or transaction of business by any such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the Board of Directors.

ARTICLE V

Officers

     Section 5.1 — Officers.

(a) The officers of this Corporation shall be a President, a Treasurer and a Secretary and such Vice Presidents and other officers or assistant officers as the Board of Directors may from time to time deem necessary and appoint. In addition, the Board of Directors may elect a Chairman from among themselves. More than one office may be held by the same person, but only a director may serve as Chairman.

Section 5.2 — Appointment and Term of Office.

The officers of the Corporation shall be appointed from time to time by the Board of Directors as it shall determine, and new offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been appointed.

Section 5.3 — Resignation.

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(a)	Any officer or assistant officer may resign at any time by giving written notice to the Board of Directors or the Chairman, if any, or to the President or Secretary of the Corporation.
(b)	A resignation shall take effect at the time specified therein, and, unless otherwise specified therein, shall-become effective upon delivery. The acceptance of such resignation shall not be necessary to make it effective unless so specified in the resignation.

Section 5.4 — Removal.

Any officer or assistant officer may be removed by the Board of Directors with or without cause whenever in its judgment the best interests of the corporation would be served thereby.

Section 5.5 — Duties of Officers.

(a)	The Chairman, if any, shall preside at all meetings of stockholders and all meetings of the Board of Directors.
(b)	The President shall be the chief executive officer of the Corporation, and shall, in the absence of a Chairman, preside at all meetings of stockholders and, unless another person is designated by the Board of Directors, all meetings of the Board of Directors.
(c)	Each of the following officers — the Chairman, if any, the President, any Vice President, the Secretary, and the Treasurer, —jointly or any one of them individually, shall have the authority to sign, execute and deliver in the name of the Corporation any deed, mortgage, bond, instrument, agreement or other document evidencing any transaction authorized by the Board of Directors by written resolution, except where the signing or execution thereof shall have been expressly delegated to another officer or person on the Corporation’s behalf.
(d)	In the absence of any officer or assistant officer or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may delegate the authorities and duties of any officer, or any assistant officer to any other officer, assistant officer or to any director.
(e)	In addition to the foregoing, each officer or assistant officer shall perform ail, duties as may from time to time be delegated to each of them by these Bylaws or by the Board of Directors or any committee of directors as provided herein.

ARTICLE VI

Transfer of Shares

     Section 6.1 — Certificate for Shares.

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(a)	Every owner of any share of any class of the Corporation shall be entitled to a certificate which shall be in such form as the Board of Directors shall prescribe, certifying the number of shares in the Corporation owned by him.
(b)	The certificates for the respective classes of shares shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the Chairman of the Board or the President and by the Secretary or the Treasurer.
(c)	A record shall be kept by the Secretary of the name of each person owning the             shares represented by each certificate, the number of shares represented thereby, the date thereof and, in case of cancellation, the date of cancellation.
(d)	Every certificate 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 until the existing certificate shall have been so canceled, except in the cases provided for in Section 5.03.

Section 6.2 — Transfers.

(a)	Transfer of shares in the Corporation shall be made only on the books of the Corporation by the registered holder, an executor or administrator or other legal representative of the registered holder, or by an attorney authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent appointed by the Board of Directors.
(b)	The person in whose name shares stand on the books of the Corporation shall, to the full extent permitted by the laws of the State of Delaware, be deemed the owner thereof for all purposes.

Section 6.3 — Lost, Stolen or Destroyed Certificates.

(a)	The holder of any shares in the Corporation shall immediately notify the Secretary of any lost, stolen or destroyed certificate, and the Corporation may issue a new certificate in the place of any certificate alleged to have been lost, stolen or destroyed.
(b)	The Board of Directors may, at its discretion, require the owner of a lost, stolen or destroyed certificate or his legal representative to give the Corporation a bond on such terms and with such sureties as it may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged lost, stolen or destroyed certificate.
(c)	The Board of Directors may, however, at its discretion, refuse to issue any such new certificate except pursuant to legal proceedings in accordance with Section

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168 of the General Corporation Laws or other applicable sections of the Delaware Code.

Section 6.4 — Record Date.

(a)

The Board of Directors may, by resolution, fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or to any such allotment or rights, or to exercise the rights in respect to any such change, conversion or exchange.

(b)

Only such stockholders of record on the date so fixed shall be entitled to receive notice of, and to vote at such meeting, or to receive payment of such dividend or to receive such allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the Corporation after such record date.

ARTICLE VII

Indemnification of Directors and Officers, Employees and Agents

Section 7.1 — Indemnification.

(a) Indemnification in Direct Actions. 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, 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 company, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation 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.

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(b) Indemnification in Derivative Actions. 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 serving at the request of the Corporation as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation 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 of Chancery of the State of Delaware 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 such court shall deem proper.

(c) Indemnification by Right. 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 action, suit or proceeding referred to in paragraphs (a) and (b) of this Section 7.01, or in defense of any claim, issue or matter therein, he shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d) Indemnification Procedure. Any indemnification under paragraphs (a) and (b) of this Section 7.01 (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 paragraphs (a) and (b) of this Section 7.01. 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 such 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 stockholders.

(e) Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case in the manner provided in paragraph (d) of this Section 7.01 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 is entitled to be indemnified by the Company as authorized in this Section 7.01.

(f) Indemnity Not Exclusive. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those indemnified may be

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entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and 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.

Section 7.2 — Insurance.

By action of the Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, 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 company, 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 Article VII.

ARTICLE VIII

Miscellaneous

Section 8.1 — No Seal.

The Corporation shall have no seal.

Section 8.2 — Amendment.

These Bylaws may be amended in whole or part by the affirmative vote at a meeting or by the written consent without a meeting of the holders of record of shares entitling them to exercise a majority of the voting power of the Corporation.

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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
PEOPLESERVE, INC.

     The undersigned being all of the members of the Board of Directors of PEOPLESERVE, INC. (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution effective as of                                         .

WHEREAS, the Board of Directors has determined that the bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article II, Section 2.1 (a) of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

     Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

               /s/ Ronald G. Geary

Ronald G. Geary

               /s/ Ralph G. Gronefeld, Jr.

Ralph G. Gronefeld, Jr.

EX-3.104 80 l18301aexv3w104.htm EXHIBIT 3.104

Exhibit 3.104

ARTICLES OF ORGANIZATION

OF

PHARMACY ALTERNATIVES, LLC

ARTICLE I

Name

     The name of the limited liability company (the “Company”) is Pharmacy Alternatives, LLC

ARTICLE II

Registered Office; Registered Agent

     The street address of the initial registered office of the Company is 1511 Kentucky Home Life Building, 239 South Fifth Street, Louisville, Kentucky 40202 and the name of the initial registered agent at such office is CT’ Corporation System..

ARTICLE III

Principal Office

     The mailing address of the initial principal office of the Company is 500 West Jefferson Street, Suite 2400, Louisville, Kentucky 40202

ARTICLE IV

Management

     The Company is to be managed by its member(s).

     IN WITNESS WHEREOF, these Articles of Organization have been duly executed by the undersigned on the ___day of October, 2005 for the purpose of forming a limited liability company under the Kentucky Limited Liability Company Act.

COMMUNITY ALTERNATIVES PHARMACY, INC.,                    

By:
	David S. Waskey, Assistant Secretary

This instrument was prepared by:

     /s/ Mary D Peters

Mary D Peters

Associate General Counsel

Res-Case, Inc.

10140 Linn Station Road

Louisville, KY 40223

(502) 394-2384

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COMMONWEALTH OF KENTUCKY
TREY GRAYSON
SECRETARY OF STATE

State Seal

STATEMENT OF CONSENT OF REGISTERED AGENT

Pursuant to the provisions of KRS Chapter 271B, 273, 275 or 362, the undersigned hereby consents to act as registered agent on behalf of the business entity named below and for that purpose submits the following statements:

1.	The business entity is	o a corporation (KRS 271B or KRS 273) þ a limited liability company (KRS 275) o a limited partnership (KRS 362)
2.	The name of the business entity is
	Pharmacy Alternatives LLC
3.	The state or country of incorporation, organization or formation is Kentucky
4.	The name of the initial registered agent is
	C T Corporation System
5.	The street address of the registered office address in Kentucky is

1511 Kentucky Home Life Building	Louisville	KY	40202
Street	City	State	Zip Code

/s/ Stacia L. Taylor
Signature a registered agent
Stacia L. Taylor, Assistant Secretary
Type or Print Name & Title, if applicable
Date:	, 20

3

EX-3.105 81 l18301aexv3w105.htm EXHIBIT 3.105

Exhibit 3.105

OPERATING AGREEMENT

of

PHARMACY ALTERNATIVES, LLC

A KENTUCKY MEMBER MANAGED
LIMITED LIABILITY COMPANY

     THIS OPERATING AGREEMENT is dated as of October 7, 2005 by and among (i) PHARMACY ALTERNATIVES, LLC, a Kentucky limited liability company (the “Company”), (ii) COMMUNITY ALTERNATIVES PHARMACY, INC., a Delaware corporation (“CAP”), and (iii) PHARMAPRO, INC., a Kentucky corporation (“Pharmapro”). CAP and Pharmapro are sometimes hereinafter referred to individually as a “Member” and collectively, the “Members.”

ARTICLE I

Definitions

     For purposes of this Operating Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

     “Act” shall mean the Kentucky Limited Liability Company Act, KRS Chapter 275, as in effect on the date hereof, and thereafter by any successor statute, as amended from time to time.

     “Additional Capital Contribution” shall have the meaning set forth in Section 11.3.

     “Adjusted Capital Account Deficit” shall have the meaning set forth in Section 12.2.

     “Administrative Services Agreement” shall have the meaning set forth in Section 10.3.

     “Affiliate” shall mean any person, corporation, partnership, trust or other entity, controlling, controlled by or under common control with, a Member.

     “Articles of Organization” shall mean the Articles of Organization of the Company as amended from time to time.

     “Bank Security Interest” shall have the meaning set forth in Section 7.4.

     “Banks” shall have the meaning given to such term in the Credit Facility.

     “Board” shall mean the Company’s board of directors.

     “Book Income” and “Book Loss” means, for each Fiscal Year of the Company (or other period for which Book Income or Book Loss must be computed) the Company’s income or loss for financial statement purposes, determined in accordance with GAAP.

     “Business Day” shall mean any day other than (i) Saturday, (ii) Sunday, or (iii) any other day on which commercial banks are authorized or required to close in Louisville, Kentucky.

     “CAP Designee” shall have the meaning set forth in Section 5.2.

     “Capital Account” shall mean the account maintained for a Member in accordance with Article XI.

     “Capital Contribution” shall mean any contribution of cash or Property to the capital of the Company by or on behalf of a Member.

     “Chairman” shall have the meaning set forth in Section 5.13.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding federal revenue laws.

     “Company” shall mean the limited liability company formed under the Act under the original name of “Pharmacy Alternatives, LLC” and any successor limited liability company.

     “Company Confidential Information” shall have the meaning set forth in Section 9.7.

     “Company EBITDA” shall mean the earnings before interest, taxes, depreciation and amortization of the Company and its wholly-owned subsidiaries, if any, determined on a consolidated basis in accordance with GAAP.

     “Company Liability” shall mean an enforceable debt or obligation for which the Company is liable or that is secured by any Company Property.

     “Company Minimum Gain” shall have the meaning set forth in sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

     “Company Minimum Gain Chargeback” shall have the meaning set forth in Section 12.2(c).

     “Company Nonrecourse Liability” shall mean a Company Liability to the extent that no Member bears the economic risk of loss (as defined in section 1.752-2 of the Regulations) with respect to the liability.

     “Company Property” shall mean any Property owned by the Company.

     “Confidential Information” shall have the meaning set forth in Section 9.7.

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     “Credit Facility” shall have the meaning set forth in Section 7.4.

     “Defaulted Contribution” shall have the meaning set forth in Section 11.3.

     “Defaulting Member” shall have the meaning set forth in Section 11.3.

     “Distribution” shall mean a transfer of cash or Property or both to a Member on account of ownership of a Membership Interest as described in Section 12.3 or Section 16.3.

     “Effective Date” shall have the meaning set forth in Section 2.4.

     “Encumbrance” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against the Company, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code, as amended from time to time, or any similar statute, or any subordination arrangement in favor of another Person.

     “Financial Reports” shall have the meaning set forth in Section 4.2(a).

     “Fiscal Year” shall mean the Fiscal Year of the Company as determined by the Board.

     “Flash Reports” shall have the meaning set forth in Section 4.2(c).

     “GAAP” means the generally accepted accounting principles adopted by CAP and ResCare, consistently applied.

     “Governmental Entity” includes any federal, state, local, municipal, foreign or other governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any other court or other tribunal) exercising any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

     “Indenture Trustee” shall mean Wells Fargo Bank, National Association, and any successor trustee under the Senior Note Indenture.

     “Initial Capital Contribution” shall mean the Capital Contributions made by the Initial Members as described in Section 11.1 hereof.

     “Initial Members” shall mean CAP and Pharmapro.

     “Initial Period” shall have the meaning set forth in Section 11.2.

     “Initiating Member” shall have the meaning set forth in Section 13.7.

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     “Intellectual Property” means all (i) patents, patent applications, patent disclosures and inventions; (ii) trademarks, service marks, trade dress, trade names, logos and corporate names and registrations and applications for registration thereof together with all of the goodwill associated therewith; (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof; (iv) mask works and registrations and applications for registration thereof; (v) computer software (excluding off-the-shelf software that the Company has not customized or altered); (vi) electronic and non-electronic data, data bases and documentation thereof; (vii) trade secrets and other confidential information (including, without limitation, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information); (viii) other intellectual property rights; and (ix) copies and tangible embodiments thereof (in whatever form or medium).

     “Involuntary Option Interest” shall have the meaning set forth in Section 13.3.

     “Involuntary Transfer” shall have the meaning set forth in Section 13.3.

     “Involuntary Transferee” shall have the meaning set forth in Section 13.3.

     “Liability” shall have the meaning set forth in Section 18.1.

     “Loan” shall have the meaning set forth in Section 7.4.

     “Material Adverse Effect” means, with respect to any Person (other than a natural person), any change or effect that would or would reasonably be expected to materially and adversely affect the financial condition or performance, results of operations, the assets, liabilities, the business, or the Person, taken as a whole, as the case may be.

     “Member” shall mean each Person who executes a counterpart of this Operating Agreement as a Member or who has the rights of a Member under this Operating Agreement.

     “Member Confidential Information” shall have the meaning set forth in Section 9.7.

     “Member Indemnified Party” shall have the meaning set forth in Section 18.1.

     “Member Minimum Gain Chargeback” shall have the meaning set forth in Section 12.2(d).

     “Member Nonrecourse Deductions” shall have the meaning set forth in section 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

     “Member Nonrecourse Liability” shall have the meaning set forth in section 1.704-2(b)(4) of the Regulations.

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     “Member Nonrecourse Liability Minimum Gain” shall mean an amount, with respect to each Member Nonrecourse Liability, equal to the Company Minimum Gain that would result if such Member Nonrecourse Liability were treated as a Nonrecourse Liability, determined in accordance with section 1.704-2(i)(3) of the Regulations.

     “Membership Interest” means each Member’s rights in the Company at any particular time, including, without limitation, the Member’s right to a share of the Profits and Losses of the Company, the right to receive Distributions from the Company, the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Operating Agreement or the Act, and the right to any and all other benefits to which such Member may be entitled as provided in this Operating Agreement and in the Act, together with the obligations of such Member to comply with all the terms and provisions of the Articles of Organization, this Operating Agreement and of the Act.

     “Note” shall have the meaning set forth in Section 7.4.

     “Notice” shall have the meaning set forth in Section 13.2(a).

     “Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

     “Operating Reports” shall have the meaning set forth in Section 4.2(b).

     “Option Interest” shall have the meaning set forth in Section 13.2(b).

     “Other Members” shall have the meaning set forth in Section 13.2(b).

     “Person” shall mean an individual, a general partnership, a limited liability partnership, a limited partnership, a limited liability company, a trust, an estate, an association, a corporation or any other legal entity.

     “Pharmapro Designee” shall have the meaning set forth in Section 5.2.

     “Principal Office” shall mean the principal office of the Company designated pursuant to Section 2.6.

     “Privacy Rule” shall mean the Privacy Rule (45 C.F.R. Parts 160 and 164), implemented pursuant to the Health Insurance Portability Accountability Act of 1996, as such rule is amended from time to time.

     “Property” shall mean any property, real or personal, tangible or intangible, including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

     “Protected Health Information” shall have the meaning as provided in the Privacy Rule.

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     “Purchase Price” shall have the meaning set forth in Section 13.2(b).

     “Recipient Member” shall have the meaning set forth in Section 13.7.

     “Recourse Liability” shall mean a Company Liability to the extent any Member bears the economic risk of loss for that liability under section 1.752-2 of the Regulations.

     “Regulations” shall mean, except where the context indicates otherwise, the final, temporary, proposed or proposed and temporary regulations of the Department of the Treasury under the Code and the corresponding sections of any regulations subsequently issued that amend or supersede those regulations.

     “ResCare” means Res-Care, Inc., a Kentucky corporation, the ultimate parent corporation of CAP.

     “Rouben LTC” shall mean Russell-Ullom, Inc., dba Rouben’s Long Term Care Pharmacy.

     “Securities Laws” shall have the meaning set forth in Section 9.1(a).

     “Security Agreement” shall have the meaning set forth in Section 7.4.

     “Senior Note Indenture” shall mean that certain Indenture among ResCare, its subsidiaries and the Indenture Trustee dated October 3, 2005, as the same may be amended, restated, modified, renewed, refunded or refinanced in whole or in part from time to time.

     “Senior Notes” shall mean the 7 ³/4% Senior Notes due 2013 issued pursuant to the Senior Note Indenture.

     “Supermajority Interest” shall mean one or more Membership Interests that taken together exceed seventy percent (70%) of the aggregate of all Membership Interests.

     “Tax Profit” and “Tax Loss” means, for each Fiscal Year of the Company (or other period for which Tax Profit or Tax Loss must be computed) the Company’s taxable income or loss determined in accordance with section 703(a) of the Code, with the following adjustments:

     (a) All items of income, gain, loss, deduction or credit required to be stated separately pursuant to section 703(a)(1) of the Code shall be included in computing taxable income or loss;

     (b) Any tax-exempt income of the Company not otherwise taken into account in computing Tax Profit or Tax Loss shall be included in computing taxable income or loss;

     (c) Any expenditures of the Company described in section 705(a)(2)(B) (or treated as such pursuant to section 1.704-1(b)(2)(iv)(i) of the Regulations) and not otherwise

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taken into account in computing Tax Profit or Tax Loss shall be subtracted from taxable income or loss;

     (d) Gain or loss resulting from any taxable disposition of Company Property shall be computed by reference to the adjusted book value of the property disposed of, notwithstanding the fact that the adjusted book value differs from the adjusted basis of the such Company Property for federal income tax purposes;

     (e) In lieu of the depreciation, amortization, or cost recovery deductions allowable in computing taxable income or loss, there shall be taken into account the depreciation computed based upon the adjusted book value of the asset; and

     (f) Notwithstanding any other provision in this definition, any items which are specially allocated pursuant to Section 12.2 hereof shall not be taken into account in computing Tax Profit or Tax Loss.

     “Taxing Jurisdiction” shall mean any state, local or foreign government that collects tax, interest or penalties, however designated, on any Member’s share of the income or gain attributable to the Company.

     “Transfer” shall mean any sale, assignment, gift, pledge, mortgage, bequest, disposal or passage under judicial order, legal process, execution, attachment, enforcement of an Encumbrance, bankruptcy or by operation of Law, and all other types of transfers, whether indirect or direct, voluntary or involuntary; provided, however, such term shall not include any transfer of Membership Interests in the form of a pledge or hypothecation of Membership Interests by a Member to any bank or other financial institution to secure any indebtedness of the Company or to secure a Member’s guaranty of any indebtedness of the Company.

     “Valuation Date” as applicable to certain Membership Interests required to be purchased and sold hereunder shall mean the last day of the calendar month preceding the date notice is deemed given pursuant to Section 13.3 hereof.

ARTICLE II

Formation of Company

     2.1 Formation. On October 7, 2005, David S. Waskey, as an officer of CAP, organized the Company as a Kentucky limited liability company by executing and delivering Articles of Organization to the Kentucky Secretary of State in accordance with and pursuant to the Act.

     2.2 Agreement. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Initial Members and the Company hereby agree to the terms and conditions of this Operating Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Initial Members and the Company that this Operating Agreement shall be the

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sole source of agreement of the Initial Members, the Company and any Person subsequently acquiring an interest as a Member, and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Operating Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act. To the extent any provision of this Operating Agreement is prohibited or ineffective under the Act or any other law or rule, this Operating Agreement shall be considered amended to the smallest degree possible in order to make the Operating Agreement effective under the Act. If the Act or any other law or rule is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such amendment or interpretation.

     2.3 Name. The initial name of the Company is “Pharmacy Alternatives, LLC.” All business of the Company shall be conducted under such name, under any other name chosen by a Supermajority Interest, and/or any assumed name or names selected by a Supermajority Interest, but in any case, only to the extent permitted by applicable law.

     2.4 Effective Date. This Operating Agreement is effective as of October 7, 2005 (the “Effective Date”).

     2.5 Registered Agent and Office. The registered agent for service of process and the registered office shall be that Person and location reflected in the Articles of Organization as filed in the office of the Secretary of State of the Commonwealth of Kentucky. The Board may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State of the Commonwealth of Kentucky. If the registered agent ceases to act as such for any reason, the Board shall promptly designate a replacement registered agent. If the Board shall fail to designate a replacement registered agent within twenty (20) days after receipt of written notice by the Company of such cessation, any Member may designate a replacement registered agent.

     2.6 Principal Office. The Principal Office of the Company shall be located at 10140 Linn Station Road, Louisville, Kentucky 40223, or at such other place as the Board may from time to time determine.

ARTICLE III

Nature of Business

The purpose of the Company is:

     (a) To engage in the business of operating as a closed-door pharmacy, providing products and services to (i) the operations, clients and customers of ResCare, its subsidiaries and the operations, clients and customers of other Persons to which ResCare or its subsidiaries provide management or consulting services, and (ii) other operations and businesses that provide services to individuals with mental retardation and/or developmental disabilities that are not affiliated with ResCare and its subsidiaries;

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     (b) Subject to the provisions of Section 8.1(f) hereof, to conduct any other lawful and proper business which may be conducted within the Commonwealth of Kentucky or any other state in which the Company shall so elect; and

     (c) Subject to the provisions of Section 8.1(f) hereof, to take all other lawful actions in connection with any of the foregoing.

ARTICLE IV

Records and Reports

     4.1 Records to be Maintained. The Company shall maintain the following records at the Principal Office:

     (a) A current list, and all past lists, setting forth the full name and last known mailing address of each Member;

     (b) A copy of the Articles of Organization and all amendments thereto, together with executed copies of any power of attorney pursuant to which any amendments to the Articles of Organization have been executed;

     (c) Copies of the Company’s federal, state and local income tax returns and reports and financial statements, if any, for the three most recent years or, if those returns and statements were not prepared, copies of the information and statements provided to, or that should have been provided to, the Members to enable them to prepare their federal, state and local income tax returns for those years;

     (d) Copies of this Operating Agreement and all amendments thereto, and copies of any written operating agreement of the Company no longer in effect; and

     (e) Any other records required by the Act.

     4.2 Reports to Members.

     (a) The Company shall provide the following financial reports (the “Financial Reports”) to the Members on a monthly, quarterly and annual basis:

(i)	statement of Book Income or Book Loss;
(ii)	balance sheet;
(iii)	cash flow statement; and
(iv)	any additional financial reports as reasonably requested by a Member from time to time.

     Each Member shall have the right to review, verify and/or audit the Financial Reports.

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     (b) The Company shall provide to the Members operating reports (the “Operating Reports”) on a quarterly basis within a reasonable time after the close of each calendar quarter. The Operating Reports shall include operational information regarding the Company for the applicable period, including, but not limited to, information related to marketing, critical incidents, operating highlights, major operation statistics, employee count, persons served, regulation changes, and growth projection. Each Member shall have the right to review, verify and/or audit the Operating Reports.

     (c) The Company shall provide to the Members flash reports in the form attached as Exhibit G, or as subsequently approved by the Board (the “Flash Reports”) on a weekly basis (unless the Members holding a Supermajority Interests agree to have the Flash Reports provided on a monthly basis). The Flash Reports will be prepared by the Company within a reasonable time after the close of each week (or month, if applicable). The Flash Reports shall include up to date information regarding the Company’s operations. Each Member shall have the right to review, verify and/or audit the Flash Reports.

     (d) The Company shall provide all Members with those information returns required by any Taxing Jurisdiction.

ARTICLE V

Directors

     5.1 General Powers. Pursuant to this Operating Agreement, the Initial Members hereby delegate authority for the management of the business and affairs of the Company to the Board and state that the business and affairs of the Company shall be managed under the direction of its directors, subject to any limitation set forth in the Company’s Articles of Organization and this Operating Agreement, including but not limited to the restrictions in Article VIII hereof. The Members, by action of a Supermajority Interest, also reserve the power to act on behalf of the Company.

     5.2 Number, Election and Term. The Board shall be comprised of five (5) directors, three (3) of whom shall be designated in writing from time to time by CAP (the “CAP Designees”) and two (2) of whom shall be designated in writing from time to time by Pharmapro (the “Pharmapro Designees”). Until the date Pharmapro no longer owns any Membership Interests, Pharmapro shall vote all Membership Interests owned of record by it and shall use its best efforts to cause to be voted all Membership Interests beneficially owned by it for the election of the CAP Designees to the Board. Until the date CAP no longer owns any Membership Interest, CAP shall vote all Membership Interests owned of record by it and shall use its best efforts to cause to be voted all Membership Interests beneficially owned by it for the election of the Pharmapro Designees to the Board. Directors shall be elected at each annual meeting. The number of directors on the Board may be increased or decreased only by amending this Section 5.2. A decrease in the number of directors shall not shorten an incumbent director’s term. The term of a director elected to fill a vacancy shall expire at the next annual meeting of the Board at which directors are regularly elected. Despite the expiration of a director’s term, he or she shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors.

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     5.3 Resignation of Directors. A director may resign at any time by delivering written notice to the Board, its Chairman, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. Any such resignation shall not be required to be accepted by the Company to be effective.

     5.4 Removal of Directors by Members. A director shall be removed by the Members only at a meeting called for the purpose of removing him or her and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. The Members may remove one or more directors with or without cause; provided, however, only CAP may cause the removal of any CAP Designee and only Pharmapro may cause the removal of any Pharmapro Designee. The Members agree to vote all Membership Interests owned or controlled by them for (i) the removal of any or all of the CAP Designees whenever (but only whenever) requested in writing to do so by CAP, and (ii) the removal of any or all of the Pharmapro Designees whenever (but only whenever) requested in writing to do so by Pharmapro. The removal of the CAP Designee shall be effective when there shall be presented to the Board the written direction that such director be removed, signed by an officer of CAP with such authority to act on CAP’s behalf. The removal of a Pharmapro Designee shall be effective when there shall be presented to the Board the written direction that such director be removed, signed by an officer of Pharmapro with such authority to act on Pharmapro’s behalf.

     5.5 Vacancy in Directors. In the event of any vacancy in a CAP Designee or a Pharmapro Designee, the Members agree to vote all Membership Interests owned or controlled by them and to otherwise use their best efforts to fill such vacancies so that the board of directors will be comprised of directors as provided in Section 5.2.

     5.6 No Separate Compensation of Directors. The directors shall not receive any compensation or remuneration for their services hereunder. The foregoing shall not preclude any director from serving the Company in any other capacity and receiving compensation therefor.

     5.7 Meetings. The directors may hold regular or special meetings in or out of the Commonwealth of Kentucky. Unless otherwise determined by the directors, regular meetings of the directors shall be held quarterly, either immediately prior to or immediately after the quarterly meetings of the Members as provided in Section 7.5. The 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 communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by such means shall be deemed to be present in person at the meeting.

     5.8 Special Meetings. Special meetings of the directors may be called by, or at the request of, (a) the Chairman, (b) any Member, or (c) the Senior Vice President of the Company. All special meetings of the directors shall be held at the principal office of the Company or such other place as may be specified in the notice of the meeting.

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     5.9 Action Without Meeting. Any action required or permitted to be taken at a directors’ meeting may be taken without a meeting if the action is taken by all of the directors. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the Company records reflecting the action taken. Action taken under this Section 5.9 shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

     5.10 Notice of Meeting. Unless the Company’s Articles of Organization provide otherwise, regular meetings of the directors may be held without notice of the date, time, place, or purpose of the meeting. Unless the Articles of Organization provide for a longer or shorter period, special meetings of the directors shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Unless otherwise provided by the Articles of Organization, the notice shall not be required to describe the purpose of the special meeting. The form of notice shall be as provided in Section 7.11 of this Operating Agreement.

     5.11 Waiver of Notice. A director may waive any notice required by the Company’s Articles of Organization or this Operating Agreement or the Act before or after the date and time stated in the notice. Except as otherwise provided in this Section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or Company records. A director’s attendance at or participation in a meeting shall waive any required notice to him or her of the 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.

     5.12 Quorum and Voting. Unless the Company’s Articles of Organization require a greater or lesser number, the presence of four (4) of the directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than four (4) 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. At a previously adjourned or rescheduled meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally noticed. If, during a meeting of the Board, the number of directors present or represented shall decrease to less than a quorum, no further actions shall be taken by the Board at that meeting and the meeting shall be adjourned. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall be the act of the directors unless the Articles of Organization require the vote of a greater number of directors. A director who is present at a meeting of the directors or a committee of the directors when action is taken shall be deemed to have assented to the action taken unless: 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; his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or 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 Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.

     5.13 Chairman and Vice-Chairman of the Directors. The directors may appoint one of its members chairman of the directors (the “Chairman”). The Chairman shall preside at all meetings of the Members and of the directors. The directors may also appoint one of its members as Vice-

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Chairman of the directors, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to him or her by the directors. The initial Chairman shall be Ronald G. Geary.

ARTICLE VI

Officers

     6.1 Required Officers. The Company shall have the officers described in this Operating Agreement or appointed by the directors in accordance with this Operating Agreement. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the directors. The same individual may simultaneously hold more than one office in the Company. Section 6.9 of this Operating Agreement delegates to the Secretary of the Company, if such office be created and filled, the required responsibility of preparing minutes of the directors’ and Members’ meetings and for authenticating records of the Company. If such office shall not be created and filled, then the directors shall delegate to one of the officers of the Company such responsibility.

     6.2 Duties of Officers. Each officer of the Company shall have the respective authority and shall perform the duties set forth in this Operating Agreement for such officer’s respective office or, to the extent consistent with this Operating Agreement and subject to the provisions of Article VIII hereof, the duties prescribed by the directors or by direction of an officer authorized by the directors to prescribe the duties of other officers.

     6.3 Election and Term of Office. The initial officers of the Company shall be as follows:

Ronald G. Geary	President
Doug Russell	Senior Vice President
Brian Ullom	Vice President
Patrick G. Kelley	Vice President
Dennis Roberts	Vice President
Paul G. Dunn	Vice President
David W. Miles	Treasurer
David S. Waskey	Secretary
D. Ross Davison	Assistant Treasurer
Katherine W. Gilchrist	Assistant Treasurer
Mary D. Peters	Assistant Secretary

The officers shall thereafter be elected at each annual meeting of the directors. If the election of officers shall not be held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the directors. Each officer shall hold office until his or her successor shall be duly elected or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

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     6.4 Resignation and Removal of Officers. An officer may resign at any time by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. Any such resignation shall not be required to be accepted by the Company to be effective. If a resignation is made effective at a later date and the Company accepts the future effective date, the directors may fill the pending vacancy before the effective date if the directors provide that the successor shall not take office until the effective date. Subject to the provisions of Section 8.1(q) hereof and any employment agreement applicable to such officer, the directors may remove any officer at any time with or without cause.

     6.5 Contract Rights of Officers. Election or appointment of an officer or agent shall not of itself create contract rights. An officer’s removal shall not affect the officer’s contract rights, if any, with the Company. An officer’s resignation shall not affect the Company’s contract rights, if any, with the officer.

     6.6 President. The President shall be the chief executive officer of the Company. In the absence of the Chairman and the Vice-Chairman, if appointed, the President shall preside at all meetings of the Members and of the directors. He or she may sign any deeds, mortgages, bonds, contracts or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by this Operating Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the directors from time to time. Unless otherwise ordered by the directors, and subject to the restrictions in Article VIII hereof, the President shall have full power and authority on behalf of the Company to attend, act and vote in person or by proxy at any meetings of stockholders of any corporation in which the Company may hold stock or at any meetings of members of any limited liability company in which the Company may be a member, and at any such meeting shall hold and may exercise all rights incident to the ownership of such stock which the Company, as owner, would have had and exercised if present. The directors may confer like powers on any other person or persons.

     6.7 Senior Vice President. The Senior Vice President shall perform such duties and shall have such authority as are given to him or her by this Operating Agreement or as from time to time may be assigned to him or her by the Board, the Chairman, or the President, and he or she shall, in the absence of the President, have all the powers of and be subject to all restrictions upon the President, and may sign in the name of the Corporation, deeds, mortgages, bonds and other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by this Operating Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed.

     6.8 Vice President. In the absence of the President and the Senior Vice President, or in the event of their inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election), if that office be created and filled, shall perform the duties of the President and when so acting shall have all the powers and authority

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of and be subject to all the restrictions upon the President. Any Vice President may perform such other duties as from time to time may be assigned to him or her by the President or by the directors.

     6.9 Treasurer. The Treasurer, if that office be created and filled, shall have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies and other depositories as shall be selected by the Board, and, 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 or her by the Board, the Chairman, or the President. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.

     6.10 Secretary. The Secretary, if that office be created and filled, shall (i) keep the minutes of the Members’ meetings and of the directors’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of this Operating Agreement or as required by law; (iii) be custodian of the meeting records and of the seal, if any, of the Company; (iv) be responsible for authenticating records of the Company; (v) keep a register of the mailing address of each Member; and (vi) 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 Board, the Chairman, or the President.

     6.11 Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman, the President or the Board.

     6.12 No Separate Compensation. Except as provided in any employment agreement applicable to such officer approved by a Supermajority Interest, the officers of the Company shall not receive any compensation or remuneration for their services hereunder. The foregoing shall not prevent any such officers from receiving such compensation by reason of the fact that he or she is also an employee of the Company.

ARTICLE VII

Rights and Obligations of Members

     7.1 Limitation of Liability. Each Member’s liability shall be limited as set forth in this Operating Agreement, the Act, and other applicable law.

     7.2 Company Liability. Except as may be specifically agreed in writing by a Member, no Member shall be personally liable for any Company Liability beyond the Member’s Capital Contribution. To the extent that the Members are required to guarantee or provide security for any Company Liability, the Members agree that any such guaranty or security shall be provided on a basis proportionate to their respective Membership Interests, as adjusted from time to time hereafter. Each of the Members shall indemnify and hold the other Members harmless from any liability or obligation for any Company Liability in excess of an amount equal to their respective Membership Interests multiplied by such Company Liability.

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     7.3 Priority and Return of Capital. No Member shall be entitled to a return or distribution of such Member’s Capital Contribution, except as specifically provided herein or upon the written consent of Members holding a Supermajority Interest. No Member shall have priority over any other Member, either for the return of Capital Contributions or for Book Income, Book Loss, Tax Profit, Tax Loss or Distributions; provided that this Section 7.3 shall not apply to loans (as distinguished from Capital Contributions) that a Member has made to the Company.

     7.4 Loans by Members or Affiliates; Initial Working Capital Loan by CAP; Credit Facility; Senior Note Indenture. Any Member or an Affiliate may make loans to the Company for such purposes as Members holding a Supermajority Interest deems appropriate; provided, however, that any such loan shall be made on such commercially reasonable terms as the Members holding a Supermajority Interest agree. CAP may make a loan to the Company (the “Loan”) for working capital in an aggregate amount not to exceed $1,000,000. The Loan shall be governed by a Promissory Note of the Company in the form attached as Exhibit B (the “Note”) to bear interest as set forth therein. In connection with the Note, the Company shall execute and deliver to CAP a security agreement in the form attached as Exhibit C (the “Security Agreement”) granting to CAP a valid and second priority security interest (second only to the Banks which shall have a first lien on the assets of the Company in accordance with the terms of the Credit Facility) in and to all of the assets of the Company to secure the obligation to repay to CAP all of such advances and all obligations under the Note. The Initial Members agree to vote all Membership Interests owned or controlled by them in favor of the Note and the Security Agreement. As a condition to CAP becoming a Member in the Company and agreeing to make the Loan: (i) the Company shall be required to become a guarantor under ResCare’s credit facility, as amended from time to time (the “Credit Facility”), (ii) the Company shall be required to grant a first priority lien on all of its assets to JP Morgan Chase Bank, N.A., as administrative agent, under the Credit Facility (the “Bank Security Interest”), (iii) the Company shall execute all other documents and instruments as required of a Domestic Subsidiary (as defined in the Credit Facility), (iv) CAP shall pledge its Membership Interest in the Company to the Banks to secure the obligations of ResCare under the Credit Facility and CAP’s obligations as a guarantor thereunder, and (v) the Company shall execute such documents or instruments required to become a guarantor of ResCare’s obligations under the Senior Notes and Senior Note Indenture. The Initial Members each agree to vote all Membership Interests owned or controlled by them in favor of guaranteeing the Credit Facility and Senior Note Indenture, granting the Bank Security Interest and executing such other documents and instruments. The Company shall not take any action or fail to take any action that shall cause a Default (as defined in the Credit Facility) or an Event of Default (as defined in the Senior Note Indenture).

     7.5 Quarterly Meetings. A quarterly meeting of the Members shall be held at such time, place and on such date within the applicable month as the President may designate within or without the Commonwealth of Kentucky. If no designation of place is properly made, the place of the meeting shall be at the principal office of the Company. The purpose of such meeting shall be the review of the Company’s operations and finances and the transaction of such other business as may properly come before it. The failure to hold quarterly meetings at the time fixed in accordance with this Operating Agreement shall not affect the validity of any action.

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     7.6 Annual Meetings. An annual meeting of the Members shall be held in December of each year at such time, place and on such date within December as the Chairman may designate within or without the Commonwealth of Kentucky. If no designation of place is properly made, the place of the meeting shall be at the principal office of the Company. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the directors shall cause the election to be held at a special meeting of the Members to be held as soon thereafter as may be practicable. The failure to hold an annual meeting at the time fixed in accordance with this Operating Agreement shall not affect the validity of any action.

     7.7 Special Meeting. Special meetings of the Members may be called by the President, by any director, or by any Member entitled to vote on any issue proposed to be considered at the proposed special meeting who sign, date and deliver to the Company’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Unless otherwise fixed in this Operating Agreement, the record date for determining Members entitled to demand a special meeting shall be the date the first Member signs the demand.

     7.8 Place of Special Meeting. The directors may designate any place within or without the Commonwealth of Kentucky as the place for any special meeting of Members. A waiver of notice signed by all Members may include a designation of any place, either within or without the Commonwealth of Kentucky, as the place for the holding of such meeting. If no designation is properly made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the Company.

     7.9 Action Without Meeting. Any action required to be taken, or which may be taken, at a meeting of the Members may be taken without a meeting and without prior notice if the action is taken by the unanimous consent of all the Members entitled to vote on the action. The action taken under this Section shall be evidenced by one or more written consents describing the action taken, signed by the Members taking the action, and delivered to the Company for inclusion in the minutes or filing with the Company records. Action taken under this Section shall be effective when consents representing the votes necessary to take the action under this Section are delivered to the Company, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent.

     7.10 Notice of Meeting. The Company shall notify Members of the date, time and place of each quarterly, annual or special Members’ meeting no fewer than ten (10) days nor more than sixty (60) days before the meeting date. Unless the Act or the Company’s Articles of Organization require otherwise, the Company shall be required to give notice only to Members entitled to vote at the meeting and notice of a quarterly or annual meeting shall not be required to include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

     7.11 Form of Notice. Notice under this Operating Agreement shall be in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person; by

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telephone, telegraph, teletype, telephonic facsimile transmission or other form of wire or wireless communication; or by mail or private carrier. Written notice by the Company to its Members, if in a comprehensible form, shall be effective when mailed, if mailed postpaid and correctly addressed to the Member’s address shown in the Company’s current record of Members. Written notice to the Company may be addressed to its registered agent at its registered office or to the Company or its Secretary at its Principal Office. Except as otherwise provided in this Section, written notice, if in a comprehensible or legible form, shall be effective at the earliest of the following: when received; if refused or if incapable of being delivered, three days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice shall be effective when communicated if communicated in a comprehensible manner. If the Act prescribes notice requirements for particular circumstances, those requirements shall govern.

     7.12 Waiver of Notice. A Member may waive any notice required by the Company’s Articles of Organization, this Operating Agreement, or the Act before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the Member entitled to the notice, and be delivered to the Company for inclusion in the minutes or filing with the Company records. A Member’s attendance at a meeting shall waive objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A Member’s attendance at a meeting shall be deemed a waiver of any objection to the consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

     7.13 Record Date. The directors may fix a record date of Members of not more than seventy (70) days before the meeting or action requiring a determination of Members, in order to determine the Members entitled to notice of a Members’ meeting, to demand a special meeting, to vote or to take any other action. A determination of Members entitled to notice of or to vote at a Members’ meeting shall be effective for any adjournment of the meeting unless the directors fix a new record date, which they shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If not otherwise fixed by the directors in accordance with this Operating Agreement, the record date for determining Members entitled to notice of and to vote at an annual or special Members’ meeting shall be the day before the first notice is delivered to Members, and the record date for any consent action taken by Members without a meeting and evidenced by one or more written consents shall be the first date upon which a signed written consent setting forth such action is delivered to the Company at its Principal Office.

     7.14 Members’ List for Meeting. After fixing a record date for a meeting, the Company shall prepare a complete list of the names of all the Company’s Members who are entitled to notice of a Members’ meeting. The list shall be arranged by voting group and show the address of and Membership Interests held by each Member. The Members’ list shall be available for inspection by any Member beginning five Business Days before the meeting for which the list was prepared and continuing through the meeting, at the Company’s Principal Office or at a place identified in the meeting notice in the city where the meeting will be held. A Member, its agent, or attorney shall be

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entitled on written demand to inspect and, subject to the requirements of Section 7.20 of this Operating Agreement, to copy the list, during regular business hours and at his, her or its expense, during the period it is available for inspection. The Company shall make the list of Members available at the meeting and any Member, its agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. Refusal or failure to prepare or make available the Members’ list shall not affect the validity of any action taken at the meeting.

     7.15 Proxies. At all meetings of Members, a Member may vote its Membership Interests in person or by proxy. A Member may appoint a proxy to vote or otherwise act for it by signing an appointment form, either personally or by its duly authorized attorney-in-fact. An appointment of a proxy shall be effective when the appointment form is received by the Secretary of the Company, or other officer or agent authorized to tabulate votes. An appointment shall be valid for eleven months unless a longer period is expressly provided in the appointment form. An appointment of proxy shall be revocable by the Member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. The revocation of an appointment of proxy shall not be effective until the Secretary of the Company or such other officer or agent authorized to tabulate votes has received written notice thereof.

     7.16 Quorum and Voting Requirements. Membership Interests entitled to vote as a voting group may take action on a matter at a meeting only if a quorum of those Membership Interests exists with respect to that matter. Unless the Company’s Articles of Organization, the Act or this Operating Agreement (including but not limited to Article VIII hereof) provide otherwise, a majority of those votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. Once a Membership Interest is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on a matter by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Organization, the Act or this Operating Agreement (including but not limited to Article VIII hereof) require a greater number of affirmative votes.

     7.17 Greater Quorum or Voting Requirements. An amendment to the Articles of Organization that adds, changes or deletes a greater quorum or voting requirement than provided in Section 7.16 shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.

     7.18 Voting of Membership Interests. Unless the provisions of Section 7.20 of this Operating Agreement, the Company’s Articles of Organization or the Act provide otherwise, Membership Interests shall be entitled to proportionate voting rights on each matter voted on at a Members’ meeting.

     7.19 Voting of Membership Interests by Certain Holders.

     (a) Membership Interests standing in the name of a corporation, domestic or foreign, may be voted by either that corporation’s president, any vice president or by proxy

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appointed by such corporation’s president unless the Board of such other corporation authorizes another person to vote such Membership Interests.

     (b) Membership Interests standing in the name of another limited liability company, domestic or foreign, may be voted by a manager of such limited liability company or such other person authorized by such limited liability company.

     (c) Membership Interests held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such Membership Interests into his or her name. Membership Interests standing in the name of a trustee or a trust may be voted by the trustee, either in person or by proxy.

     (d) Membership Interests standing in the name of a receiver may be voted by such receiver, and Membership Interests held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

     (e) Where Membership Interests are held jointly by three or more fiduciaries, the will of the majority of such fiduciaries shall control the manner of voting or the giving of a proxy unless the instrument or order appointing the fiduciaries otherwise directs. Where, in any case, fiduciaries are equally divided upon the manner of voting Membership Interests jointly held by them, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries, or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the Membership Interests shall be voted upon the particular questions as to which the fiduciaries are divided.

     (f) A Member whose Membership Interests are pledged shall be entitled to vote such Membership Interests until the Membership Interests have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote the Membership Interests so transferred.

     (g) The Company shall be entitled to reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the Member.

     (h) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a Member, the Company, if acting in good faith, shall be entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the Member. For purposes of this Section, a telegram or cablegram appearing to have been transmitted by the proper person, or a photographic, photostatic, or equivalent reproduction of a writing appointing a proxy may be accepted by the Company, if acting in good faith, as a sufficient, signed appointment form.

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     (i) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its Member, the Company, if acting in good faith, shall nevertheless be entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the Member if:

     (i) the Member is an entity and the name signed purports to be that of an officer or agent of the entity;

     (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the Member and, if the Company requests, evidence of fiduciary status acceptable to the Company has been presented with respect to the vote, consent, waiver, or proxy appointment;

     (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the Member and, if the Company requests, evidence of this status acceptable to the Company has been presented with respect to the vote, consent, waiver, or proxy appointment;

     (iv) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the Member and, if the Company requests, evidence acceptable to the Company of the signatory’s authority to sign for the Member has been presented with respect to the vote, consent, waiver, or proxy appointment; or

     (v) two or more persons are the Member as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

     7.20 Inspection of Records by Members.

     (a) A Member of the Company shall be entitled to inspect and copy, during regular business hours at the Company’s principal office, any of the following records of the Company if the Member gives the Company written notice of its demand at least five Business Days before the date on which it wishes to inspect and copy:

     (i) the Articles or restated Articles of Organization and all amendments to them currently in effect;

     (ii) this Operating Agreement and all amendments to it currently in effect;

     (iii) Resolutions adopted by the directors creating one or more classes or series of Membership Interests, and fixing their relative rights, preferences and limitations, if Membership Interests issued pursuant to those resolutions are outstanding;

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     (iv) the minutes of all Members’ meetings, and records of all action taken by Members without a meeting, for the past three years;

     (v) all written communications to Members generally within the past three years, including the financial statements furnished for the past three years;

     (vi) a list of the names and business addresses of its current directors and officers; and

     (vii) the most recent annual report delivered to the Secretary of State.

     (b) If a Member of the Company, in good faith and for a proper purpose, describes with reasonable particularity its purpose and the records it desires to inspect, and if the records it requests are directly connected to its purpose, then the Member shall be entitled to inspect and copy during regular business hours at a reasonable location specified by the Company any of the following records of the Company upon the Member giving the Company written notice of its demand at least five Business Days before the date on which it wishes to inspect and copy:

     (i) excerpts from minutes of any meeting of the Board, records of any action of a committee of the Board while acting in place of the Board on behalf of the Company, minutes of any meeting of the Members, and records of action taken by the Members or Board without a meeting, to the extent not otherwise subject to inspection under this section;

     (ii) accounting records of the Company; and

     (iii) the record of Members.

ARTICLE VIII

Restrictions on Certain Company Actions

     8.1 Restrictions. The Company will not take, and the Members covenant and agree not to permit the Company to take, any of the following actions unless the Members shall have specifically determined otherwise by approval of a Supermajority Interest:

     (a) The authorization or issuance of any additional Membership Interests;

     (b) Any amendment of the Articles of Organization of the Company;

     (c) Any amendment to this Operating Agreement;

     (d) The execution, approval, or taking of any action regarding any contract or transaction between the Company and a Member or an Affiliate of a Member, or entity in

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which a Member or an Affiliate of a Member has a direct economic interest;

     (e) Approval of consent decrees, injunctions, or orders binding upon the Company;

     (f) Any acquisition of additional businesses by the Company or the commencement of any additional businesses;

     (g) A sale of all or substantially all of the assets of the Company or the merger, combination or consolidation of the Company with or into one or more entities;

     (h) The entry into an agreement with any person providing for the management of all or substantially all of the assets or business of the Company or any subsidiary thereof;

     (i) Except for the Bank Security Interest or the security interest granted to CAP pursuant to the Security Agreement, the granting of any Encumbrance in favor of any Person;

     (j) Except for the guaranty of the obligations of ResCare under the Credit Facility, Senior Note Indenture and Senior Notes, the guaranty of any indebtedness or obligation of any kind;

     (k) The entry into any contract or agreement or series of related contracts or agreements providing for the sale or exchange of assets (other than ordinary and customary contracts for the purchase of inventories of pharmaceuticals and other products delivered by the Company to its customers), the assumption of liabilities, or the payment by the Company for services rendered or to be rendered to the Company, in each case in excess of $25,000 during any twelve (12) month period;

     (l) The authorization of the Company or any subsidiary to incur, in the aggregate, debt in excess of $25,000, whether such debt is evidenced by a promissory note, debt security or otherwise;

     (m) Any increase or decrease in the number of directors of the Company;

     (n) The hiring of any employee above the level of licensed pharmacist and/or the determination of the terms of employment of such an employee;

     (o) Except as provided in any employment agreement previously approved by a Supermajority Interest, the increase of the base compensation of any employee of the Company during any calendar year by more than five percent (5%) of such base compensation during the preceding calendar year;

     (p) The approval of the annual budget (including any capital expenditure budget) or annual financial plan of the Company or any action which will result in the Company

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making aggregate capital expenditures during any twelve (12) consecutive month period (including expenditures with respect to leasing arrangements) in excess of an amount equal to one percent (1%) of annual gross revenues of the Company for the immediately preceding Fiscal Year, or any action which would result in the Company or any subsidiary thereof entering into a leasing arrangement for a capital asset, where such asset has a value in excess of an amount equal to one percent (1%) of annual gross revenues of the Company for the immediately preceding Fiscal Year, in each case in excess of amounts shown in any capital expenditure budget previously approved by a Supermajority Interest;

     (q) The termination of employment by the Company of either or both Doug Russell or Brian Ullom at any time during the two (2) year period after the Effective Date pursuant to Section 4(d) (without “Cause”) of their respective employment agreements, other than in the event that the financial targets established by the Members or board of directors are not being met, in which case the consent of a Supermajority Interest shall not be required. The financial targets for the Company for the first twelve (12) months after the Effective Date have been approved by the Members and are attached hereto as Exhibit D. The financial targets for the second twelve (12) month period after the Effective Date shall be subject to approval by a Supermajority Interest. Failure to satisfy the financial targets shall not occur to the extent that such failure is caused by (i) ResCare and its subsidiaries failing to timely provide to the Company information regarding their clients in the markets projected to be served by the Company on the timetable established in Exhibit F or failing to timely establish the eligibility and approvals of such clients to be served by the Company on the timetable established in Exhibit F or (ii) materially adverse changes in reimbursement or licensure matters affecting the Company occur that are outside the control of the Company; or

     (r) The election of an officer of the Company that would be a supervising officer to the Senior Vice President.

     8.2 Matters Submitted to Members for a Vote. With respect to any of the matters identified in Section 8.1 on which there has been no approval by a Supermajority Interest, then in addition to the actions contemplated by Section 8.1, each of the Members shall vote all Membership Interest against such action.

ARTICLE IX

Representations, Warranties and Covenants of Members

     9.1 Representations and Warranties. Each of the Members hereby represents and warrants to the Company and to the other Members as follows:

     (a) The Member understands that (i) the Membership Interests evidenced by this Operating Agreement have not been registered under the Securities Act of 1933, as amended, or any state securities laws (the “Securities Laws”) because the Company is issuing these Membership Interests in reliance upon the exemptions from the registration requirements of the Securities Laws providing for issuance of securities not involving a public offering,

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(ii) the Membership Interest is to be held by the Member for investment and not for Transfer, and (iii) exemption from registration under the Securities Laws would not be available if the Membership Interests were acquired by the Member with a view to Transfer. Accordingly, the Member hereby confirms that the Member is acquiring the Membership Interest for its own, for investment and not with a view to the resale or other Transfer thereof.

     (b) The Member is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and has the power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. The Member is duly licensed or qualified to do business and in good standing in the Commonwealth of Kentucky and in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect on its financial condition or its ability to perform its obligations hereunder. The Member has the power and authority to execute and deliver this Operating Agreement and to perform its obligations hereunder and the execution, delivery, and performance of this Operating Agreement by the Member has been duly authorized by all necessary action in accordance with its organizational documents. This Operating Agreement constitutes the legal, valid, and binding obligation of the Member, enforceable against the Member in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors rights in general, or by general principles of equity.

     (c) Neither the execution, delivery, and performance of this Operating Agreement nor the consummation by the Member of the transactions contemplated hereby will: (i) conflict with, violate, or result in a breach of any law applicable to the Member; (ii) conflict with, violate, result in a breach of, or constitute a default under any of the terms, conditions, or provisions of the organizational documents of the Member, or of any material agreement or instrument to which the Member is a party or by which the Member may be bound or to which any of its material properties or assets is subject; (iii) conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights in, or, require any consent, authorization, or approval under any indenture, mortgage, lease agreement, or instrument to which the Member is a party or by which the Member may be bound; or (iv) result in the creation or imposition of any Encumbrance upon any of the material properties or assets of the Member.

     (e) Any registration, declaration, or filing with, or consent, approval, license, permit, or other authorization or order by, any Governmental Entity that is required in connection with the valid execution, delivery, acceptance, and performance by a Member under this Operating Agreement or the consummation by the Member of any transaction contemplated hereby has been completed, made, or obtained on or before the Effective Date of this Operating Agreement.

     (f) There are no proceedings pending or, to the knowledge of the Member, threatened against or affecting the Member or any of their properties, assets, or businesses in any court or before or by any Governmental Entity or any arbitrator which could, if

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adversely determined reasonably be expected to materially impair the Member’s ability to perform its obligations under this Operating Agreement or to have a Material Adverse Effect on the consolidated financial condition of such Member. The Member has not received any currently effective notice of any default, and the Member is not in default, under any applicable order, writ, injunction, decree, permit, determination, or award of any Governmental Entity or any arbitrator which could reasonably be expected to materially impair the Member’s ability to perform its obligations under this Operating Agreement or to have a Material Adverse Effect on the consolidated financial condition of such Member.

     9.2 Conflicts of Interest. Members shall account to the Company and hold as trustee for it any property, profit, or benefit derived by the Member, without the consent of the other Members, in the conduct and winding up of the Company business or from a use or appropriation by the Member of Company Property including Intellectual Property, information developed exclusively for the Company, and opportunities expressly offered to the Company. It is agreed and understood that Rouben LTC and/or Pharmapro have developed certain intellectual property including trade secrets, software and other proprietary information which is being licensed to the Company without cost on a non-exclusive basis as part of Pharmapro’s Initial Capital Contribution to the Company. It is agreed and understood that Rouben LTC and/or Pharmapro are the owner of such intellectual property and may continue to utilize such intellectual property in Rouben LTC’s existing and ongoing business to the extent that such business does not compete with the business of the Company as described in Article III hereof. It is further acknowledged and agreed that Doug Russell and Brian Ullom may continue to be involved with Rouben LTC (including but not limited to its services to Cedar Lake Lodge) on a limited basis as provided in their respective employment agreements with the Company. It is agreed and understood that Rouben LTC’s use of such intellectual property, to the extent that it is not in competition with the business of the Company, shall not constitute a violation of the terms of this Operating Agreement nor shall the activities of Doug Russell and Brian Ullom as provided in the preceding sentence constitute a violation of the terms of this Operating Agreement. CAP agrees, on behalf of itself and its Affiliates, that for as long as Pharmapro owns Membership Interests in the Company representing at least twenty-five percent (25%) of the total Membership Interests in the Company, that neither CAP nor its Affiliates will have an ownership interest in any closed-door pharmacy operations (other than the Company). The provisions of the preceding sentence shall not prohibit CAP or any of its Affiliates from acquiring and thereafter owning an interest in or operations of a closed-door pharmacy as a part of an acquisition of a larger business or the operations of a larger business which is not a closed-door pharmacy.

     9.3 No Hire. It is expressly agreed that during the term of this Operating Agreement and for one year after its termination neither Member will directly or indirectly solicit for hire any employee of the other Member without the written agreement of the other Member.

     9.4 No Exclusive Duty; Transactions with the Company. The Members have no exclusive duty to act on behalf of the Company. A Member shall not be deemed to violate a duty or obligation to the Company merely because any transactions, business or ventures or other conduct by the Member furthers the Member’s own interests. A Member may lend money to and transact other business with the Company. Except as expressly agreed to by the Company pursuant to this

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Operating Agreement or any other agreement between a Member and the Company and subject to any applicable laws, the rights and obligations of a Member who lends money to or transacts business with the Company shall be the same as those of a Person who is not a Member. No transaction with the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction if the transaction is fair and reasonable to the Company. All transactions between a Member and the Company shall be negotiated at “arm’s length” and for fair market value and all transactions shall be on terms no less favorable than the Company could obtain from an independent unrelated third party for goods or services of comparable quality.

     9.5 No Agency Authority. Except as expressly provided in this Operating Agreement or otherwise agreed to by the Company, neither Member shall have agency authority on behalf of the Company.

     9.6 Compliance with Laws; Internal Procedures and Safeguards. Each of the Members covenants that the Member shall, and shall cause each of its Affiliates to comply with all laws applicable to the Member and/or its Affiliates in connection with the operation of the Company, including but not limited to the Privacy Rule. In furtherance of each Member’s covenant to comply with applicable laws, each Member covenants that during its membership with the Company, the Member shall implement or cause to be implemented, internal firewalls within the organizational structure of the Member and its Affiliates to ensure such compliance with applicable laws. Without limitation of the foregoing, the Members shall implement or cause to be implemented internal firewalls that address, among other things, communications between (a) employees of a Member and/or its Affiliates who are involved in the ongoing business relationship between a Member and/or its Affiliates and (b) employees of such Member and/or its Affiliates who are involved in the operations of the Company.

     9.7 Confidential Information. Except as otherwise provided herein (including the provisions of Section 9.2), the terms and conditions of this Operating Agreement, and all data, reports, records, and other information of any kind whatsoever developed or acquired by the Company or any Member in connection with this Operating Agreement, shall be treated by the Company and the Members as confidential (hereinafter called “Company Confidential Information”) and neither the Company nor any Member shall reveal or otherwise disclose such Company Confidential Information to third parties without the prior written consent of all the Members. Except as otherwise provided herein, any business or financial information of a Member or its Affiliate (other than the Company) which is not in the public domain or generally known in the industry or ascertainable by proper means and treated by the Member or an Affiliate thereof as proprietary and confidential (“Member Confidential Information”) furnished or provided to the Company or the other Member in connection with this Operating Agreement and the operations of the Company shall be treated by the Company and the other Member as confidential and neither the Company nor such other Member shall reveal or otherwise disclose such Member Confidential Information to third parties without the prior written consent of the Member furnishing such Member Confidential Information. The terms “Company Confidential Information” and “Member Confidential Information” are sometimes hereinafter collectively referred to as the “Confidential Information.” The restrictions of this Section 9.7 shall not apply to the disclosure of Confidential Information to the extent reasonably required in the operations of the Company, to any public or private financing agency or institution, and to employees and consultants of the Company and the

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Members; provided, however, that in any such case only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed and the person or entity to whom disclosure is made shall first undertake in writing to protect the confidential nature of such Confidential Information at least to the same extent as the parties are obligated under this Section 9.7. In addition, the foregoing restrictions shall not apply to Confidential Information that (a) becomes generally available to the public other than as a result of a disclosure by the Company, any Member or any of their officers, employees or agents; (b) was available on a non-confidential basis prior to its disclosure to the Company, any Member or any of the officers, managers, employees or agents or (c) becomes available on a non-confidential basis from a source other than the Company, any Member or any of the officers, managers, employees or agents, unless such source is known to be bound by a confidentiality agreement to a Member or the Company. In the event that the Company or a Member is required to disclose Confidential Information to any federal, state or local government, or any agency or department thereof, to the extent required by law or in response to a legitimate request for such Confidential Information, the Company or a Member so required shall immediately notify the Members of such requirement and the terms thereof prior to such submission. The Members shall have the right to object to the agency or department concerned to such disclosure and to seek confidential treatment of any Confidential Information to be disclosed on such terms as such Member shall, in its sole discretion, determine. The provisions of this Section 9.7 shall apply during the term of this Operating Agreement and shall survive termination of this Operating Agreement.

     9.8 Public Statements. The Company may make public announcements regarding the Company in the normal course of business, provided that no such announcement shall mention the name of a Member without that Member’s prior written consent. Neither Member shall make any public announcement or public disclosure with regard to this Operating Agreement, the Company or, in the case of a Member, the other Member, any Confidential Information and non-Confidential Information, without the prior written consent of the other Member as to the content and timing of such announcement or disclosure, which consent shall not be unreasonably withheld; provided, however, that nothing shall prevent the Company or a Member from making such an announcement or disclosure which is required by applicable law, regulation or stock exchange rule.

ARTICLE X

Business Operations

     10.1 Billing. Client billings for services performed by the Company shall be done from the Company’s office in Louisville, Kentucky unless otherwise required by state laws.

     10.2 Protected Health Information. The Company shall maintain records electronically. The Company shall allow access to the Protected Health Information only to those Persons who need access to perform services on behalf of the Company and otherwise in accordance with applicable law, including but not limited to the Privacy Rule. The Company shall implement or cause to be implemented, internal firewalls within the organizational structure of the Members and its Affiliates to ensure such compliance with applicable laws, including but not limited to the Privacy Rule.

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     10.3 Administrative Services. ResCare shall provide the Company with certain administrative services in accordance with the terms of an Administrative Services Agreement in the form attached as Exhibit E (“Administrative Services Agreement”).

ARTICLE XI

Contributions; Classes of Membership Interests;
Capital Accounts; Distributions

     11.1 Membership Interests; Initial Capital Contributions. The Company shall be authorized to issue Membership Interests. The voting powers of Membership Interests upon any and all matters shall be vested exclusively in the holders of the Membership Interests. Membership Interests of the Company shall also be entitled to receive the net assets of the Company upon dissolution. Contemporaneously with execution of this Operating Agreement, the Initial Members shall contribute to the Company cash and/or Property in the following amounts (the “Initial Capital Contributions”) and shall receive in exchange for such Initial Capital Contributions the following Membership Interests in the Company:

	Percentage of
	Membership			Initial Capital
Initial Member	Interest			Contribution
CAP		67.5	%	$	350,000
Pharmapro		32.5	%	*Property Listed on Exhibit A

Any additional Members acquiring Membership Interests from the Company shall make such Capital Contributions and acquire a Membership Interest as such additional Member and the Company, upon the consent of a Supermajority Interest, shall agree.

     11.2 Pharmapro Option. At the option of Pharmapro, exercisable by written notice to the Company and CAP within twenty (20) days after the issuance of the monthly Financial Reports for the Company for the last calendar month in the twelve (12) month period beginning with the Effective Date (such twelve (12) month period being referred to herein as the “Initial Period”), Pharmapro shall be issued an additional Membership Interest in the Company of up to two and one-half percent (2.5%) for no additional capital contribution based upon the Company having met certain goals and targets during the Initial Period. The goals and targets and the additional Membership Interest to be issued to Pharmapro based on the attainment of such goals and targets are set forth in Exhibit F attached hereto. CAP’s Membership Interest shall be reduced appropriately to take into account the additional Membership Interest issued to Pharmapro pursuant to this Section 11.2. The Company and Members agree that (i) if ResCare and its subsidiaries fail to timely provide to the Company information regarding their clients in the markets projected to be served by the Company on the timetable established in Exhibit F or fail to timely establish the eligibility and approvals for such clients to be served by the Company on the timetable established in Exhibit F, then the Initial Period shall be extended for a period equal to the period for which ResCare and its

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subsidiaries have caused the Company to fail to satisfy the goals under such timetable, and (ii) if materially adverse changes in reimbursement or licensure matters affecting the Company occur that are outside the control of the Company, the Initial Period shall be extended for a period equal to the lesser of (A) the period such materially adverse changes affect the Company or (B) six (6) months.

     11.3 Additional Capital Contributions.

     (a) Except as set forth in Section 11.1 or this Section 11.3, no Member shall be required to make any Capital Contribution. From time to time, the Members shall make additional Capital Contributions if and to the extent a Supermajority Interest determines that such additional Capital Contributions are necessary or appropriate for the conduct of the Company’s business, including without limitation, expansion or diversification (each, an “Additional Capital Contribution”). In that event, such Additional Capital Contributions shall be made on a pro rata basis in accordance with the Members’ Membership Interests. The Company shall give written notice to all the Members of any such Additional Capital Contribution, which notice shall set forth the aggregate amount of the Additional Capital Contribution, each Member’s pro rata share, a brief explanation of the reason for the Additional Capital Contribution, and the deadline for the payment of the same, which shall not be less than twenty (20) days after delivery of such notice.

     (b) If any Member fails to make any Additional Capital Contribution required by paragraph (a) of this Section 11.3 (a “Defaulting Member”) prior to the date specified by the Company, the Company may, in its discretion (i) offer, by written notice, to the Members who have complied with their obligation to make such Additional Capital Contribution the right, in accordance with their relative Membership Interests (determined prior to the Additional Capital Contribution) to pay to the Company the Defaulting Member’s pro rata share of the Additional Capital Contribution (the “Defaulted Contribution”), or (ii) not offer the Defaulted Contribution to such other Members. Irrespective of whether the Company elects to proceed under clause (i) or (ii) of the preceding sentence, the relative Membership Interests of the Members shall be adjusted by the Company in good faith to take into account the Defaulting Member’s failure to make the Defaulted Contribution, which adjustment shall take into account (x) the Additional Capital Contributions paid by the Members other than the Defaulting Member and (y) the aggregate fair market value, determined immediately prior to the Additional Capital Contribution, of all of the Company Property less all of the Company Liabilities. The Company shall promptly thereafter give written notice to the Members of such adjusted Membership Interests, which shall be effective as of the date of such redetermination by the Company.

     11.4 Maintenance of Capital Accounts. The Company shall establish and maintain a Capital Account for each Member. Each Capital Account shall be increased by (a) the amount of any cash actually contributed by the Member to the capital of the Company, (b) the fair market value of any Property contributed by the Member to the Company (net of liabilities assumed by the Company or subject to which the Company takes such Property, within the meaning of section 752 of the Code), and (c) the Member’s share of Tax Profit and of any separately allocated items of income or gain (including any gain and income allocated to the Member to reflect the difference

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between the book value and tax basis of assets contributed by the Member). Each Capital Account shall be decreased by (x) the amount of any cash distributed to the Member by the Company, (y) the fair market value of any Property distributed to the Member (net of liabilities of the Company assumed by the Member or subject to which the Member takes such Property within the meaning of section 752 of the Code), and (z) the Member’s share of Tax Loss and of any separately allocated items of deduction or loss (including any loss or deduction allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member).

     11.5 Distribution of Assets. If the Company at any time distributes any of its assets in-kind to any Member, the Capital Account of each Member shall be adjusted to account for that Member’s allocable share (as determined under Articles XI, XII, or XVI hereof) of the Tax Profit or Tax Loss that would have been realized by the Company had it sold the distributed asset at its fair market value immediately prior to its distribution.

     11.6 Sale or Exchange of Membership Interests. Subject to compliance with the provisions of Article XIII hereof, in the event of a sale or exchange of some or all of a Member’s Membership Interest, the Capital Account of the transferring Member shall become the Capital Account of the transferee Member, to the extent it relates to the portion of the interest transferred.

     11.7 Compliance with Section 704(b) of the Code. The provisions of this Article XI as they relate to the maintenance of Capital Accounts are intended, and shall be construed, and, if necessary, modified, to cause the allocations of Profit, Loss, income, gain and credit pursuant to Article XII to have substantial economic effect under the Regulations promulgated under section 704(b) of the Code, in light of Distributions made pursuant to Articles XII and XVI and Capital Contributions made pursuant to this Article XI.

     11.8 Certificates for Membership Interests. The Board may authorize the preparation and delivery of certificates representing Membership Interests in such form as may be determined by the Board. Such certificates shall be signed by the Chairman, President or a Vice-President or signed by any other officer designated by the Board to sign such certificates. The signature of such officers upon such certificates may be signed manually or by facsimile. All certificates for Membership Interests shall be consecutively numbered. All certificates surrendered to the Company for transfer shall be canceled and no new certificates shall be issued until the former certificates for a like percentage of Membership Interests 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 Company as the Board may prescribe. Any such certificates may be legended as determined by the Board.

ARTICLE XII

Allocations and Distributions

     12.1 Allocations of Tax Profit and Tax Loss and Book Income and Book Loss from Operations. Except as may be required by section 704(c) of the Code, and Sections 12.2 and 12.3 hereof, Tax Profit, Tax Loss and other items of income, gain, loss, deduction and credit shall be apportioned among the Members in proportion to their Membership Interests. For purposes of

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Subchapter K of the Code, the distributive shares of the Members of each item of Company taxable income, gains, losses, deductions or credits for any Fiscal Year shall be in the same proportion as their respective shares of the Tax Profit or Tax Loss of the Company allocated to them pursuant to this Section 12.1. Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided in this Section 12.1, gain recognized by the Company which represents recapture of depreciation or cost recovery deductions for federal income tax purposes shall be allocated in the manner provided in section 1.1245-1(e) of the Regulations (regardless of whether real property or personal property is involved). All items of Book Income and Book Loss shall be allocated and apportioned among the Members in proportion to their Membership Interests.

     12.2 Special Allocations. The following special allocations shall be made in the following order:

     (a) Limitation on Allocation of Losses and Deductions. No Member shall be allocated Tax Loss if the allocation causes a Member to have a deficit Capital Account (“Adjusted Capital Account Deficit”). In such case, the Tax Loss that would have been allocated to such Member shall be allocated to the other Members to whom such loss may be allocated without violating the provisions of this Section 12.2(a), in proportion to their Membership Interests among themselves. To the extent Tax Loss is allocated to the Members by virtue of this Section 12.2(a), Tax Profit of the Company thereafter recognized shall be allocated to such Members (in proportion to Tax Loss previously allocated to them pursuant to this Section 12.2(a)) until such time as Tax Profit allocated to them pursuant to this sentence equals Tax Loss allocated to them pursuant to this Section 12.2(a).

     (b) Qualified Income Offset. If a Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, then for that Fiscal Year shall be allocated to that Member before any other allocation is made of Tax Loss for that Fiscal Year, in the amount and manner required to eliminate the Adjusted Capital Account Deficit as quickly as possible. This Section 12.2(b) is intended to comply with, and shall be interpreted consistently with, the “qualified income offset” provisions of Regulation section 1.704-1(b)(2)(ii)(d).

     (c) Company Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain for a Fiscal Year, each Member shall be allocated items of income and gain for that Fiscal Year equal to that Member’s share of the net decrease in Company Minimum Gain (“Company Minimum Gain Chargeback”). A Member’s share of the net decrease in Company Minimum Gain is the amount of the total net decrease multiplied by the Member’s percentage share of the Company Minimum Gain at the end of the immediately preceding Fiscal Year. A Member’s share of any decrease in Company Minimum Gain resulting from a revaluation of Company Property equals the increase in the Member’s Capital Account attributable to the revaluation to the extent the reduction in Company Minimum Gain is caused by the revaluation. A Member’s share is not subject to the Company Minimum Gain Chargeback requirement to the extent the Member’s share of the net decrease in Company Minimum Gain is caused by a guarantee, refinancing or other change in the debt instrument causing it to become partially or wholly a Recourse Liability or a Member Nonrecourse

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Liability, and the Member bears the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) for the newly guaranteed, refinanced or otherwise changed liability.

     (d) Member Minimum Gain Chargeback. If during a Fiscal Year there is a net decrease in Member Nonrecourse Liability Minimum Gain attributable to a Member Nonrecourse Liability, any Member with a share of that Member Nonrecourse Liability Minimum Gain (as determined under section 1.704-2(i)(5) of the Regulations) as of the beginning of that Fiscal Year shall be allocated items of income and gain for that Fiscal Year (and, if necessary, for succeeding Fiscal Years) equal to that Member’s share of the net decrease in the Company Nonrecourse Liability Minimum Gain (“Member Minimum Gain Chargeback”). A Member’s share of the net decrease in Member Minimum Gain is determined in a manner consistent with the provisions of this Section. A Member is not subject to this Member Minimum Gain Chargeback, however, to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Nonrecourse Liability due to a conversion, refinancing or other change in the debt instrument that causes it to become partially or wholly a Company Nonrecourse Liability. The amount that would otherwise be subject to the Member Minimum Gain Chargeback is added to the Member’s share of Company Minimum Gain. In addition, rules consistent with those applicable to Company Minimum Gain shall be applied to determine the shares of Member Minimum Gain and Member Minimum Gain Chargeback to the extent provided under the Regulations issued pursuant to section 704(b) of the Code.

     (e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be apportioned among the Members in proportion to their Membership Interests.

     (f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year or other period shall be apportioned to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Liability to which such Member Nonrecourse Deductions are attributable in accordance with section 1.704-1(b)(2)(i)(l) of the Regulations.

     (g) Contributed Property and Revalued Property. In accordance with section 704(c) of the Code and the Regulations promulgated thereunder, as well as section 1.704-1(b)(2)(iv)(d)(3) of the Regulations, income, gain, loss, and deduction with respect to any property contributed (or deemed contributed) the Company shall, solely for income tax purposes, be allocated among the Members so as to take account of any variation between the Company’s adjusted basis for the property for federal income tax purposes and its fair market value at the date of contribution (or deemed contribution) using the traditional method with curative allocations (within the meaning of section 1.704-3(c) of the Regulations). If the book value of any Company Property is adjusted as provided in this Operating Agreement, then for federal income tax purposes only, subsequent allocations of income, gain, loss, and deduction with respect to the revalued Property shall take account of any variation between the adjusted basis of the Property for federal income tax purposes and

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its book value in accordance with the principles of section 704(c) of the Code and Regulations promulgated thereunder using the traditional method with curative allocations (within the meaning of section 1.704-3(c) of the Regulations).

     (h) Regulatory Amendments. Members holding a Supermajority Interest are hereby authorized, upon the advice of the Company’s counsel, to amend this Article XII to comply with the Code and Regulations promulgated under section 704(b) of the Code; provided, however, that no amendment shall materially affect distributions to a Member without the Member’s prior written consent.

     12.3 Distributions; Minimum Distributions. The Company shall make Distributions to the Members in proportion to their Membership Interests in such amounts and at such times as determined by the Board. Notwithstanding the foregoing, on January 31 of each year commencing with January 31, 2006, the Company shall make pro rata distributions to the Members at least equal to the greater of (i) an amount equal to thirty-five percent (35%) of the Tax Profit (if any) of the Company for the preceding Fiscal Year and (ii) an amount equal to the Net Cash Flow of the Company for the immediately preceding Fiscal Year. Such distributions shall be made to the Members in accordance with their respective Membership Interest as of December 31 of the immediately preceding year. For purposes of this Section 12.3, the term “Net Cash Flow” shall mean with respect to any Fiscal Year or portion thereof, all cash revenues of the Company from business operations during that period (including, without limitation, any net proceeds from the sale of any Company Property, any interest or other earnings on the funds of the Company) less the sum of the following to the extent made from those cash revenues:

     (a) All principal and interest payments on any Company Liability;

     (b) All cash expenses incurred incident to the operation of the Company’s business; and

     (c) Funds set aside as reserves for contingencies, working capital, debt service, taxes, insurance or other costs and expenses incident to the conduct of the Company’s business which have been approved by the Board plus funds released from previously established reserves.

ARTICLE XIII

Transfer of Membership Interests

     13.1 Restrictions on Transfer. No Member may Transfer in any manner or means whatsoever any interest in all or a part of the Membership Interest now owned or hereafter acquired by it without having first complied with the provisions of this Operating Agreement or having obtained the prior written consent of Members holding a Supermajority Interest. Any Transfer of Membership Interests not in accordance with the terms of this Operating Agreement shall be void ab initio to the fullest extent permitted under applicable law and the intended transferee shall be deemed never to have had an interest therein. The Company shall refuse to effect any transfer of any Membership Interests purported to be Transferred other than in accordance with the terms of this

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Operating Agreement. Nothing in this Operating Agreement shall prohibit the pledge by CAP of its Membership Interest in the Company to the Banks in accordance with the terms of the Credit Facility. Notwithstanding any provision in this Operating Agreement to the contrary, CAP may Transfer all or any portion of its Membership Interest to ResCare or any wholly-owned subsidiary of ResCare and Pharmapro may transfer its Membership Interest to a wholly-owned subsidiary of Pharmapro or an entity owned by Doug Russell and Brian Ullom in the same ownership percentages as such individuals’ respective ownership percentages in Pharmapro as of the Effective Date. No Transfer to a Affiliate in reliance on the preceding sentence may occur unless and until the Company receives such instruments of transfer, assignment, and assumption and such other certificates (including any certificate or certificates representing such Membership Interests issued as provided in Section 11.8 hereof), representations, and documents that the other Members may deem necessary or desirable to:

     (a) Effectively transfer the Membership Interest;

     (b) Confirm that the Person desiring to acquire the Membership Interest, or to be admitted as a Member, has accepted, assumed, and agreed to be subject to and bound by all of the terms, obligations and conditions of this Operating Agreement;

     (c) Preserve the Company after the completion of such disposition under the laws of each jurisdiction in which the Company is qualified, organized, or does business;

     (d) Maintain the status of the Company as a partnership for federal tax purposes; and

     (e) Assure compliance with any applicable state and federal laws including Securities Laws and regulations.

If CAP shall Transfer any of its Membership Interests to an Affiliate, CAP shall remain obligated for and guarantee all of the obligations of such Affiliate under this Operating Agreement. If Pharmapro shall Transfer any of its Membership Interests to an Affiliate, Pharmapro shall remain obligated for and guarantee all of the obligations of such Affiliate under this Operating Agreement. Notwithstanding any provision in this Operating Agreement to the contrary, the provisions of this Section 13.1 and the provisions of Section 13.2 of this Operating Agreement shall not apply to the adjustments to Membership Interests required by Sections 11.2 and 11.3 hereof.

13.2 Certain Voluntary Transfers by a Member.

     (a) Order in Which Membership Interests Must be Offered. If a Member is in receipt of a “bona fide, noncollusive offer” from any person or entity to purchase all or any part of its Membership Interests which offer such Member desires to accept (other than an offer or a Transfer to an Affiliate permitted under Section 13.1 hereof), such Member shall, within ten (10) days after receipt of such offer, first submit to (i) the Company and (ii) the other Members notice of its desire to do so. Such notice (the “Notice”) shall include a full, complete and accurate written description of such offer including the portion of the

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Membership Interests that such Member desires to Transfer (the “Option Interest”), the name(s) and address(es) of the offeree(s), the nature of the interest to be Transferred, the proposed date of the Transfer and the proposed consideration, if any. The Notice shall include a true copy of the offer. For purposes of this Operating Agreement, the term “bona fide, noncollusive offer” shall mean an offer which is a legally enforceable offer from a party financially capable of carrying out its terms.

     (b) Option to the Members. In the case of a proposed Transfer described in paragraph (a) of this Section 13.2 by a Member, for ten (10) Business Days following the receipt of the Notice, the Members other than the Member whose Membership Interests are sought to be sold (the “Other Members”) shall have the option to purchase all or any part of the Option Interest at the purchase price as determined in Section 13.4 hereof (the “Purchase Price”) and on the terms of payment set forth in Section 13.4 hereof. Each of the Other Members shall have the right to purchase that proportion of such Option Interest which is equal to the ratio of the Membership Interests owned by it over the Membership Interests owned by all of the Other Members, or in such other percentages as the Other Members shall unanimously agree. Each Other Member shall elect to purchase its pro rata share of the available Option Interest by written notice to the Company and the Other Members within the initial five (5) Business Days of such ten (10) Business Day period. If any Other Member does not elect to purchase its pro rata share of the available Option Interest, then each of the Other Members who have elected to purchase the available Option Interest shall have the right to purchase that proportion of the balance of the available Option Interest which is equal to the ratio of the Membership Interests owned by it over the Membership Interests owned by the Other Members who are electing to purchase the available Option Interest, or in such other percentages as the Other Members who are electing to purchase the available Option Interest shall unanimously agree. Such right to purchase the balance of the available Option Interest shall be exercised by written notice to the Company and the Other Members within the second five (5) Business Days of such ten (10) Business Day period.

     (c) Option to the Company. In the case of a proposed Transfer described in paragraph (a) of this Section 13.2 by a Member, if the Other Members shall not elect to purchase all of the Option Interest, the Company shall have the option to purchase all or part of the Option Interest (which in the case of any Membership Interest offered by an Member, shall mean that portion of the Option Interest that the Other Members have not elected to purchase) at the Purchase Price and on the terms of payment set forth in Section 13.4 hereof. If the Company desires to exercise such option, it shall give written notice to the Member offering the Option Interest and the Other Members of its election to do so within a twenty (20) Business Day period after receipt of the Notice.

     (d) Limited Right to Transfer. If the Members having the right to purchase and the Company fail to collectively exercise their options described in paragraphs (b) and (c) of this Section 13.2 to purchase all of the Option Interest, then the Member offering the Option Interest may Transfer all of the Option Interest on the terms and conditions set forth in the Notice, provided that the intended transferee or transferees consent, in form and substance satisfactory to the Company, to being a Member subject to the terms of this Operating

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Agreement and otherwise complying with the provisions of Section 13.1 hereof. If the Transfer of such Membership Interest pursuant to the preceding sentence is not consummated within twenty (20) Business Days after expiration of the twenty (20) Business Day period set forth in Section 13.2(c) above, then such Membership Interest may not be Transferred without again complying with all the provisions of this Section 13.2.

     13.3 Purchase Options Upon Involuntary Transfers. If all or any portion of the Membership Interest held by any Member is transferred in any involuntary manner, including disposal or passage under a judicial order, legal process, execution, attachment, enforcement of an Encumbrance, bankruptcy or by operation of law (as applicable, an “Involuntary Transfer”), then the Person to whom the Membership Interest is so transferred (the “Involuntary Transferee”) shall give notice to the Company of the Involuntary Transfer within ten (10) Business Days of its occurrence. If such notice is not given within such period, such notice shall be deemed given ten (10) Business Days after the date the Company receives notice of the Involuntary Transfer. At the successive options of the Company and the other Members, such transfer shall be void ab initio, and the Membership Interest which was the subject of the Involuntary Transfer (the “Involuntary Option Interest”) shall be deemed purchased by the Company and/or such Members, as the case may be, at the Purchase Price and on terms of payment set forth in Section 13.4 hereof. The Involuntary Transferee shall be deemed a Member offering Membership Interests pursuant to paragraph (a) of Section 13.2 hereof, the Involuntary Option Interest shall be deemed Option Interest and the time periods in which the Company and the other Members shall have to exercise their successive options to void the Involuntary Transfer to the Involuntary Transferee and to purchase the Involuntary Option Interest shall be governed by the provisions of Section 13.2 hereof; provided, however, that the ten (10) Business Day period set forth in Section 13.2(b) hereof and the twenty (20) Business Day period set forth in Section 13.2(c) hereof shall commence on the date notice of the Involuntary Transfer is given (or deemed given) in accordance with this Section 13.3.

     13.4 Purchase Price and Terms of Payment.

     (a) Purchase Price. The purchase price for any Membership Interest offered, sold and purchased pursuant to Section 13.2 hereof shall be the price offered by the transferee making the “bona fide, noncollusive offer.” The purchase price for any Membership Interest deemed offered, sold and purchased pursuant to Section 13.3 hereof shall be the Fair Value (as defined in Section 13.4(b) below) of such Membership Interest.

     (b) Fair Value. For purposes of this Operating Agreement, the “Fair Value” of any Membership Interest purchased and sold pursuant to Sections 13.3 shall mean (i) the annualized Company EBITDA as of the Valuation Date, multiplied by (ii) seven (7), multiplied by (iii) the Membership Interest (expressed as a percentage) as of the Valuation Date included as a part of the Membership Interest being purchased.

     (c) Terms. If the sale of any Membership Interest is governed by Section 13.2 hereof, payment will be made on the same terms as the “bona fide, noncollusive offer” noticed to the Company and the Members. A payment of cash or immediately available federal funds in the full amount of the Purchase Price will be made to the Member selling

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Membership Interests pursuant to Section 13.3 on the date of the closing of any such purchase.

     13.5 Effective Date of Transfer. Except as otherwise determined by the Members, any Transfer of a Membership Interest in compliance with this Article XIII shall be deemed effective as of the date on which the last remaining Member’s consent thereto was given (or if no such consent is required hereunder, on the date of closing of such Transfer). The transferring Member hereby indemnifies the Company and the remaining Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly from any Transfer or purported Transfer in violation of this Article XIII.

     13.6 Registration on Books of the Company. Any Transfer of a Membership Interest shall be reflected on the books of the Company by the registered holder thereof, and on surrender for cancellation of the certificate or certificates representing such Membership Interests, if certificates have been authorized by the Board and issued. The Person in whose name a Membership Interest stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

13.7 Option to Sell or Purchase Membership Interests.

     (a) At any time during the term of this Operating Agreement after the second anniversary of the Effective Date any Member (the “Initiating Member”) may deliver a written offer to another Member (the “Recipient Member”) offering to either sell all of the Initiating Member’s Membership Interests to the Recipient Member or to purchase all of the Recipient Member’s Membership Interests at a purchase price and upon terms to be stated in such written offer. Within a sixty (60) day period following such written offer, the Recipient Member shall be obligated to either (i) accept the written offer or (ii) impose the terms of the same offer on the Initiating Member. If the Recipient Member has not purchased or caused to be purchased all of the Initiating Member’s Membership Interests or sold all of the Recipient Member’s Membership Interests (as the case may be) at such purchase price and on such terms as stated in such written offer within sixty (60) days after such written offer or imposed the terms of the offer on the Initiating Member within sixty (60) days after such written offer, then the Initiating Member shall have the option to purchase all of the Membership Interests owned by the Recipient Member (and such Recipient Member shall have a binding obligation to sell all of his, her or its Membership Interests to the Initiating Member) or as the case may be, the Initiating Member shall have the option to sell all of his, her or its Membership Interests to the Recipient Member (and such Recipient Member shall have a binding obligation to purchase all of the Initiating Member’s Membership Interests) at such purchase price and on such terms stated in the Initiating Member’s written offer within one hundred twenty (120) days after the expiration of the initial sixty (60) day period. Such one hundred twenty (120) day period shall be extended as reasonably required to secure the approval of such purchase and sale by any party, the approval of which is a condition precedent to such purchase and sale, including but not limited to any lender of the Company. The parties to such purchase and sale shall use their respective reasonable business efforts to secure any such approvals. The purchase price paid pursuant to this Section 13.7(a) shall be

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all in cash or certified funds and shall be adjusted appropriately to take into account any difference in size of the Membership Interests of the Initiating Member and the Recipient Member. Except as otherwise agreed by the parties to such purchase and sale, the closing of such purchase and sale will take place at the Principal Office.

     (b) Notwithstanding the provisions of paragraph (a) of this Section 13.7, if the Recipient Member objects in writing, not later than expiration of the initial sixty (60) day period described in such paragraph, to the purchase price of the proposed purchase or sale as not being reflective of fair market value of the Membership Interests to be purchased or sold, and requests an appraisal of such Membership Interests, the Members agree that the time periods in such paragraph (a) shall be suspended for a period of not more than sixty (60) days to permit the Members to cause such Membership Interest to be appraised by an independent appraiser mutually acceptable to the Initiating Member and the Recipient Member. If such parties cannot mutually agree to the selection of an appraiser, each party shall select its own appraiser, who shall each determine the “fair market value” of the Membership Interest being purchased and sold. In calculating the “fair market value” of the Membership Interest to be purchased and sold, the appraisers shall be authorized, in their discretion, to normalize any executive salaries or administrative services fees payable by the Company based upon comparable salaries and/or fees in the closed-door pharmacy industry. In addition, the “fair market value” of the Membership Interest to be purchased and sold shall not be diluted or diminished in any respect by reason of the guaranties by the Company of the Credit Facility, the Senior Note Indenture or Senior Notes or by any security interest related thereto, including but not limited to the Bank Security Interest. If the value determined by such appraisers shall not differ by more than ten percent (10%) of the lower of such values, the “fair market value” of such Membership Interest shall be the average of such values determined by such appraisers. If the values differ by more than ten percent (10%) of the lower of such values, the appraisers shall mutually select a third certified independent appraiser with experience and appropriate credentials in appraising closed-door pharmacies who shall perform a third appraisal, which appraisal shall establish the “fair market value” of the Membership Interest being purchased or sold. If the “fair market value” of the Membership Interest being purchased or sold (as determined in the immediately preceding sentences) is within ten percent (10%) of the purchase price originally proposed by the Initiating Member, then the Recipient Member shall be obligated to purchase or sell, as determined at the option of the Initiating Member, at the purchase price originally proposed by the Initiating Member and all of the expenses of the appraisers shall be paid by the Recipient Member. If the “fair market value” of the Membership Interest being purchased or sold is not within ten percent (10%) of the purchase price originally proposed by the Initiating Member, then neither party shall be obligated to purchase or sell and one-half (2) of the expenses of any appraiser mutually selected by the parties to such purchase and sale or mutually selected by their appraisers shall be paid by each of the Initiating Member and Recipient Member. The expenses of any such appraiser selected by any party without the consent of any other party shall be borne by the party selecting such appraiser.

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ARTICLE XIV

Additional Members

     14.1 Admission to Membership. From the date of the formation of the Company, except in the case of an Affiliate, any Person may be admitted as a Member only with the prior written consent of Members holding a Supermajority Interest.

     14.2 Financial Adjustments. No new Member shall be entitled to any retroactive allocation of Profit, Loss and other items of income, gain, loss, deduction and credit of the Company. Upon the approval and consent of all of the Members, the Members may agree to close the Company’s books (as though the Company’s Fiscal Year had ended) or make pro rata allocations of Profit, Loss, and expense deductions to a new Member for that portion of the Company’s Fiscal Year in which a Member was admitted in accordance with the provisions of section 706(d) of the Code and the Regulations.

ARTICLE XV

INTELLECTUAL PROPERTY

     15.1 Intellectual Property Developed by the Company. Subject to the provisions of Section 9.2 hereof, the Company shall own and hold in its own name all Intellectual Property created, developed or acquired by the Company. Subject to the provisions of Section 9.2 hereof, the Company shall not license or sell any of its Intellectual Property to any Person except with the prior approval of Members holding a Supermajority Interest.

     15.2 Use on Liquidation. Upon liquidation of the Company, all Intellectual Property of the Company shall be transferred to the Members jointly and each Member shall be free to use, license, sell or otherwise deal with such Intellectual Property.

ARTICLE XVI

Dissolution and Winding Up

     16.1 Dissolution.

     (a) The Company shall be dissolved and its affairs wound up upon the happening of the first to occur of the following:

     (i) Upon the consent or approval of a Supermajority Interest;

     (ii) Upon entry of a decree of judicial dissolution under the Act dissolving the Company; or

     (iii) Upon the filing of a certificate of dissolution by the Secretary of State of the Commonwealth of Kentucky administratively dissolving the Company.

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     16.2 Effect of Event of Dissolution. Upon the occurrence of any of the events specified in Section 16.1, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until articles of dissolution have been filed with the Secretary of State of the Commonwealth of Kentucky or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

     16.3 Winding Up, Liquidation, and Distribution of Assets. Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Members shall immediately proceed to wind up the affairs of the Company. If the Company is dissolved and its affairs are to be wound up, the Members shall:

     (a) Sell or otherwise liquidate all Company Property as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind);

     (b) Allocate any profit or loss resulting from such sales to the Members’ Capital Accounts in accordance with Article XII above;

     (c) Discharge all Company Liabilities, including Company Liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for Distributions, and establish such reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such reserves shall be deemed to be an expense of the Company);

     (d) Distribute the remaining Company Property in the following order:

     (i) The positive balance (if any) of each other Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Fiscal Year during which the liquidation occurs, including any adjustments required by this subsection (d)) shall be distributed to all such other Members.

     (ii) Any such Distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in section 1.704-1(b)(2)(ii)(b)(2) of the Regulations. If any assets of the Company are to be distributed in kind, the net fair market value of those assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Those 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 Members shall be adjusted pursuant to the provisions of Article XII and Section 11.4 of this Operating Agreement to reflect such deemed sale.

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     (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a liquidation within the meaning of section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit balance 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), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever;

     (f) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated;

     (g) The Members shall comply with any applicable requirements of applicable Law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

     16.4 Articles of Dissolution. When all debts, liabilities, and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, articles of dissolution that set forth the information required by the Act shall be filed with the Secretary of State of the Commonwealth of Kentucky.

     16.5 Post-Dissolution Actions. Upon the filing of articles of dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings, and appropriate action as provided in the Act. The Members shall have authority to distribute any Company Property discovered after dissolution, convey real estate, and take such other action as may be necessary on behalf and in the name of the Company.

     16.6 Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of any Capital Contribution. If the Company Property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return any Capital Contribution of one or more Members, the Members shall have no recourse against any other Member.

ARTICLE XVII

Taxes and Accounting

     17.1 Elections. A Supermajority Interest shall determine whether to make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

     17.2 Method of Accounting. The records of the Company shall be maintained in accordance with GAAP. In addition, the Company shall maintain such records and adopt such accounting methods as required for federal income tax purposes.

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     17.3 Tax Treatment. It is the intention of the Members that the Company be treated as a partnership for federal, state, and local income tax purposes, and Members shall not take any position or make any election, in a tax return or otherwise, inconsistent with such treatment. If required by the Code, CAP is hereby designated as the “tax matters partner” of the Company for all purposes of the Code.

     17.4 Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, each Member requested to do so shall submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest and penalties assessed on such income. If the Member fails to provide such agreement, Company may withhold and pay over to such Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a Distribution for purposes of Article XII hereof. The Company may, where permitted by the rules of any Taxing Jurisdiction, file a composite, combined or aggregate tax return reflecting the income of the Company and pay the tax, interest and penalties of some or all of the Members on such income to the Taxing Jurisdiction, in which case the Company shall inform the Members of the amount of such tax, interest and penalties so paid.

ARTICLE XVIII

Indemnification of Members

     18.1 Indemnification Provisions. To the fullest extent permitted by the Act, the Company shall indemnify each Member, each of the Company’s directors and officers, and, in the case of a Member that is an entity, such Member’s shareholders, members, directors, managers, officers, employees or agents (each, a “Member Indemnified Party”) against expenses (including attorneys’ fees), judgments, taxes, penalties, fines (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (collectively “Liability”), incurred by it in connection with defending any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which it is, or is threatened to be made, a party because it is or was serving at the request of the Company as a manager, director, officer, partner, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or in connection with the business or operations of the Company. A Member Indemnified Party shall be considered to be serving an employee benefit plan at the Company’s request if its duties to the Company also impose duties on or otherwise involve services by it to the plan or to participants in or beneficiaries of the plan. To the fullest extent authorized or permitted by, and in accordance with the provisions of, the Act, the Company shall pay or reimburse expenses (including attorneys’ fees) incurred by a Member Indemnified Party who is a party to a proceeding in advance of final disposition of such proceeding. The obligation of the Company to indemnify a Member Indemnified Party shall be conditioned upon the conduct of such Member Indemnified Party having been performed in good faith and in a manner reasonably believed by it to be within the scope of authority granted to it by this Operating Agreement and not constituting fraud, deceit, gross negligence, wanton or reckless misconduct or a

43

wrongful taking by such Member Indemnified Party. The termination of any action by judgment, order or settlement shall not, of itself, create a presumption that such Member Indemnified Party did not act in such a manner as to deny the rights of indemnification provided for herein. The Company may indemnify its employees and other agents who are not Member Indemnified Parties, provided that the indemnification in any given situation is approved by a Supermajority Interest and the scope of such indemnification shall not be greater than that provided to the Member Indemnified Parties in this Section 18.1.

     18.2 Provision Not Exclusive. The indemnification against liability and advancement of expenses provided by, or granted pursuant to, this Article XVIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled, both as to action in its official capacity and as to action in another capacity while holding such office of the Company, shall continue as to a Person who has ceased to be a Member, and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such a Person.

     18.3 Authorization to Purchase Insurance. The Company may purchase and maintain insurance on behalf of an individual who is or was a Member, employee or agent of the Company, or who, while a Member, employee or agent of the Company, is or was serving at the request of the Company as a manager, director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by it in that capacity or arising from its status as a Member, director, officer, employee or agent, whether or not the Company would have power to indemnify it against the same liability under the provisions of this Article XVIII or the Act.

     18.4 Repeal or Modification of Indemnification Provision. Any repeal or modification of this Article XVIII by the Members of the Company shall not adversely affect any right or protection of the Member Indemnified Parties under this Article XVIII with respect to any act or omission occurring prior to the time of such repeal or modification.

ARTICLE XIX

Contracts, Loans, Checks and Deposits

     19.1 Contracts. Subject to the limitation of Section 8.1 hereof, the Board may authorize any agent or agents to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Company. Such authority may be general or confined to specific instances.

     19.2 Loans. No loans shall be contracted on behalf of the Company, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board and authorized under Sections 7.4 or 8.1hereof. Such authority may be general or confined to specific instances.

     19.3 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 Company shall be signed by such officer or officers, or agent or agents, of the Company and in such manner as shall, from time to time, be determined by resolution of the Board, subject to the limitations of Section 8.1 hereof.

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     19.4 Deposits. All funds of the Company not otherwise employed shall be deposited, from time to time, to the credit of the Company in such banks, trust companies and other depositories as the Board or Treasurer may select.

ARTICLE XX

Miscellaneous Provisions

     20.1 Termination of this Operating Agreement. This Operating Agreement shall terminate at the earliest occurrence of any of the following events:

     (a) Bankruptcy (voluntary or involuntary), insolvency, receivership, liquidation or dissolution of the Company.

     (b) When only one Member remains a party bound by this Operating Agreement.

     (c) Upon the mutual written agreement of all the parties hereto.

     20.2 Entire Agreement; Modification; Waiver. This Operating Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Operating Agreement shall be binding unless executed in writing by all parties hereto. No waiver of any of the provisions of this Operating Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

     20.3 Successors and Assigns; Assignment. This Operating Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective heirs, executors, legal representatives, successors and assigns.

     20.4 Notices. All notices, requests, demands and other communications required or permitted to be given or made under this Operating Agreement, or any other agreement executed in connection therewith, shall be in writing and shall be deemed to have been given on the date of delivery personally or upon deposit in the United States mail postage prepaid by registered or certified mail, return receipt requested, to the appropriate party or parties at the following addresses (or at such other address as shall hereafter be designated by any party to the other parties by notice given in accordance with this Section):

If to the Company:	Doug Russell
	President
	Pharmapro, Inc.
	Louisville, Kentucky

and to:	Ronald G. Geary
	President
	Community Alternatives Pharmacy, Inc.
	10140 Linn Station Road
	Louisville, Kentucky 40223
If to CAP:	Ronald G. Geary
	President
	Community Alternatives Pharmacy, Inc.
	10140 Linn Station Road
	Louisville, Kentucky 40223
and to:	David S. Waskey
	Vice President and General Counsel
	Res-Care, Inc.
	10140 Linn Station Road
	Louisville, Kentucky 40223
If to Pharmapro:	Doug Russell
	President
	Pharmapro, Inc.
	Louisville, Kentucky
and to:	Darryl W. Durham, Esq.
	Weber & Rose, P.S.C.
	2400 Aegon Center
	400 West Market Street
	Louisville, Kentucky 40202

     20.5 Execution in Counterparts. This Operating Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

     20.6 Further Assurances. The parties each hereby agree to execute and deliver all of the agreements, documents and instruments required to be executed and delivered by them in this Operating Agreement and to execute and deliver such additional instruments and documents and to take such additional actions as may reasonably be required from time to time in order to effectuate the transactions contemplated by this Operating Agreement.

     20.7 Severability of Provision. The invalidity or unenforceability of any particular provision of this Operating Agreement shall not affect the other provisions hereof and this Operating Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

     20.8 Governing Law; Jurisdiction; Venue. This Operating Agreement is executed and delivered in, and shall be governed by, enforced and interpreted in accordance with the laws of, the Commonwealth of Kentucky, the location of the principal office of the Members and the Company. The parties hereto agree that the federal or state courts located in Kentucky shall have the exclusive jurisdiction with regard to any litigation relating to this Operating Agreement and that venue shall be proper only in Jefferson County, Kentucky, the location of the principal office of the Members and the Company.

     20.9 Specific Performance. Each of the parties hereto declares and agrees that the Membership Interests subject to this Operating Agreement are unique chattels and that it is impossible to measure in money the damages which will accrue to any other parties hereto by reason of a failure of another to perform any obligation under this Operating Agreement in accordance with its terms. Accordingly, if any party hereto shall institute any action or proceeding to enforce the provisions hereof, the party hereto against whom such action or proceeding is brought hereby waives the claim or defense that he has an adequate remedy at law, and no person shall in any such action or proceeding put forward the claim or defense that such remedy at law exists.

     20.10 Tense; Captions; Gender. In construing this Operating Agreement, whenever appropriate, the singular tense shall also be deemed to mean the plural, and vice versa, and the captions contained in this Operating Agreement shall be ignored. Words in the masculine, feminine or neuter gender shall include the feminine, masculine or neuter gender where applicable.

     20.11 Waiver of Action for Partition. Each Member irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to Company Property.

     20.12 No Partnership Intended for Non-tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under any law of any state (other than for income tax purposes), but do intend to qualify as a partnership for tax purposes. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

     20.13 Rights of Creditors and Third Parties under Operating Agreement. This Operating Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. This Operating Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Operating Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

     IN WITNESS WHEREOF, the Initial Members have executed this Operating Agreement as of the date first set forth above.

PHARMACY ALTERNATIVES, LLC, a Kentucky limited liability company
By:	/s/ Doug Russell
	Doug Russell, Senior Vice President
	(the “Company”)
COMMUNITY ALTERNATIVES PHARMACY, INC., a Delaware corporation
By:	/s/ Patrick Kelley___
	Patrick Kelley, Vice President
	(“CAP”)
PHARMAPRO, INC., a Kentucky corporation
By:	/s/ Doug Russell
	Doug Russell, President
	(“Pharmapro”)

EX-3.106 82 l18301aexv3w106.htm EXHIBIT 3.106

Exhibit 3.106

Department of State

The State of Ohio

Sherrod Brown

Secretary of State

Certificate

It is hereby certified that the Secretary of State of Ohio has

                                                                                .

     RAISE GEAUGA, INC.

STATE SEAL	Recorded on Roll G961 at Frame 1127 of the Records of Incorporation and Miscellaneous Filings.
	Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 2nd day of OCT, A.D. 1990.
	/s/ Sherrod Brown
	Sherrod Brown
	Secretary of State

STATE SEAL	Prescribed by
	SHERROD BROWN
	Secretary of State
	30 East Broad Street, 14th Floor
	Columbus, Ohio 43266-0418
	Form AFT, November 1987

Articles of Incorporation

(Under Chapter 1701.01 et seq.)

Profit Corporation

     The undersigned, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

     FIRST. The name of said corporation shall be RAISE GEAUGA, INC.

     SECOND: The place in Ohio where it principal office is to be located is

CHARDON	GEAUGA	County
(City, Village or Township)

     THIRD. The purposes for which it is formed are:

     TO DO ANY AND ALL ACTS FOR WHICH CORPORATIONS MAY BE FORMED IN THE STATE OF OHIO PURSUANT TO THE OHIO REVISED CODE SECTIONS 1701.01 ET SEQ AS AMENDED AND SO LONG AS SAID ACTS ARE NOT CONTRARY TO ANY LICENSURE REQUIREMENTS OR ANY OTHER LAWS OF THIS STATE OR ANY OTHER APPROPRIATE GOVERNMENTAL BODY.

Page 3

     FOURTH. The number of shares which the corporation is authorized to have outstanding is:

(Please state whether shares are common or preferred and their par value, if any.)

     Seven Hundred Fifty                                                            

          IN WITNESS WHEREOF, We have hereunto subscribed names, this 29^th day of September, 19 90 .

RAISE GEAUGA, INC.

(Name of Corporation)

By:                                                            , Incorporator

HENRY A. ROTH

By:                                                            , Incorporator

By:                                                            , Incorporator

Print or type incorporator’s names beneath their signatures.

Articles will be returned unless accompanied by form designating statutory agent. See Sec. 1701.0. Revised Code of Ohio

Page 4

Form AGO August, 1983
Prescribed by Sherrod Brown
Secretary of State

State Seal Original Appointment of Statutory Agent

The undersigned, being at least a majority of the incorporators of	RAISE GEAUGA, INC.
	(Name of Corporation)

hereby appoint RIKKE COACH to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served.

The complete address of the agent is 4554 TELHURST RD.   (Street)

SOUTH EUCLID	,	CUYAHOGA	County, Ohio	44121
(City or Village)				(Zip Code)

Date: 9/29/90
	HENRY A. ROTH	(Incorporator)
		(Incorporator)
		(Incorporator)
	Instructions

1)	Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent. R.C. 1701.04(C), 1702.04(C).
2)	The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent. R.C. 1701.07(A), 1702.06(A).
3)	The agent’s complete street address must be given; a post office box number is not acceptable. R.C. 1701.07(C), 1702.06(C).
4)	An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation. R.C. 1701.07(B), 1702.06(B).

Page 5

EX-3.107 83 l18301aexv3w107.htm EXHIBIT 3.107

Exhibit 3.107

REGULATIONS

OF

RAISE GEAUGA, INC.
(Name of Corporation)

ARTICLE I

Shareholders

     Section 1. Annual Meeting. The annual meeting of shareholders shall be held on the

3RD TUESDAY of MARCH of each year at such time as may be designated in the notice of the meeting. The first Annual Meeting shall be held in March, 1992.

     Section 2. Place of Meetings. 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 Ohio as may be designated in the notice of the meeting.

     Section 3. Quorum. At all meetings of shareholders a majority of the shares issued and outstanding and entitled to vote, the holders of which are present in person or represented by proxy, shall constitute a quorum.

ARTICLE II

Board of Directors

     Section 1. Number. The authorized number of directors shall be fixed at two (2) until changed by an amendment to this Article II, Section 1, adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

     Section 2. Meetings. An organization meeting of the board of directors may be held, without notice, immediately after the annual meeting of shareholders for the purpose of electing officers and attending to such other business as properly may come before the meeting. Additional meetings may be held at such times as may be determined from time to time by the board of directors.

     Section 3. Committees. The board of directors may create an executive committee or any other committee of the directors to consist of not less than three directors and may delegate to any such committee any of the authority of the board, however conferred, other than that of filling vacancies among the directors or in any committee of the board.

ARTICLE III

Officers

     Section 1. Number and Title. The officers of the corporation shall consist of a president, such number of vice presidents as the board of directors from time to time may determine, a secretary, a treasurer and such other officers and assistant officers as the board of directors may from time to time determine.

     Section 2. Authority and Duties. Subject to such limitations as the board of directors

from time to time may prescribe, the officers shall each have such powers and perform such duties as generally pertain to their respective offices and such further powers and duties as may be conferred from time to time by the board of directors or, in the case of any officer other than the president, by the president.

     Section 3. Term. Each officer shall hold office for one year and until his successor is duly elected and qualified.

ARTICLE IV

Indemnification

     The corporation, to the full extent permitted by the General Corporation Law of Ohio, shall indemnify all persons whom it may indemnify pursuant thereto.

ARTICLE V

Certificates for Shares

     If. any certificate for shares is lost, stolen or destroyed, a new certificate may be issued upon such terms or under such rules as the board of directors from time to time may determine or adopt.

ARTICLE VI

Seal

     The board of directors may adopt a seal which, if adopted, shall be in such form as the board from time to time may determine.

ARTICLE VII Fiscal Year

     The fiscal year of the corporation shall end on such date as the board of directors from time to time may determine.

2

EX-3.112 84 l18301aexv3w112.htm EXHIBIT 3.112

Exhibit 3.112

CERTIFICATE OF FORMATION

OF

RESCARE DTS INTERNATIONAL, LLC

ARTICLE I

Name

     The name of the limited liability company (the “Company”) is ResCare DTS International, LLC.

ARTICLE II

Registered Office; Registered Agent

     The street address of the initial registered office of the Company in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, and the name of the registered agent at such office is Corporation Trust Company.

ARTICLE III

Principal Office

     The mailing address of the initial principal office of the Company is 10140 Linn Station Road, Louisville, Kentucky 40223.

     IN WITNESS WHEREOF, this Certificate of Formation has been duly executed by the undersigned on the 6th day of August, 2004.

RES-CARE, INC.
By:	/s/ Mary D. Peters
	Mary D. Peters, Assistant Secretary

EX-3.113 85 l18301aexv3w113.htm EXHIBIT 3.113

Exhibit 3.113

OPERATING AGREEMENT
OF
RESCARE DTS INTERNATIONAL, LLC

     THIS OPERATING AGREEMENT (“Agreement”) is made as of the ___day of August, 2004, by ResCare International, Inc., a Delaware corporation (“Member”).

     1. Formation.

          1.1 Formation. The Member has formed a limited liability company (“Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     2. Name and Office.

          2.1 Name. The name of the Company is ResCare DTS International, LLC.

          2.2 Principal Office. The principal office of the Company shall be at 10140 Linn Station Road, Louisville, Kentucky 40223, or at such other place as shall be determined by the Member. The books of the Company shall be maintained at such principal place of business or such other place that the Member shall deem appropriate. The Company shall designate an agent for service of process in Delaware in accordance with the provisions of the Act.

     3. Purposes and Term.

          3.1 Purposes. The purposes of the Company are as follows:

               (a) To engage in any other lawful activities in which a limited liability company may engage under the Act as is determined by the Member.

               (b) To do all other things necessary or desirable in connection with the foregoing, or otherwise contemplated in this Agreement.

          3.2 Company’s Power. In furtherance of the purposes of the Company as set forth in Section 3.1, the Company shall have the power to do any and all things whatsoever necessary, appropriate or advisable in connection with such purposes, or as otherwise contemplated in this Agreement.

          3.3 Term. This Agreement shall become effective as of the date of the filing of a Certificate of Organization with the Delaware Secretary of State’s Office, and shall continue in perpetuity until dissolved in accordance with Section 13.

     4. Capital.

          4.1 Capital Contributions of Member. The initial capital contribution of the Member shall be the amount set forth on Exhibit A. Such capital contribution shall be made by the Member at such time as the Member shall determine. The Member may, but shall not be required to, make additional capital contributions to the Company from time to time.

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          4.2 No Liability of Member. Except as otherwise specifically provided in the Act, the Member shall not have any personal liability for the obligations of the Company. Except as provided in Section 4.1, the Member shall not be obligated to contribute to, or loan money to, the Company.

          4.3 No Interest on Capital Contributions. The Member shall not be entitled to interest on any capital contributions made to the Company.

     5. Accounting.

          5.1 Books and Records. The Company shall maintain full and accurate books of the Company at the Company’s principal place of business, or such other place as the Member shall determine, showing all receipts and expenditures, assets and liabilities, net income and loss, and all other records necessary for recording the Company’s business and affairs. Such books and records shall be open to the inspection and examination of the Member in person or by the Member’s duly authorized representatives at all reasonable times.

          5.2 Fiscal Year. The fiscal year of the Company shall be the Member’s fiscal year.

     6. Bank Accounts.

          6.1 Bank Accounts. All funds of the Company shall be deposited in its name into such checking, savings and/or money market accounts or time certificates as shall be designated by the Member. Withdrawals therefrom shall be made upon such signature or signatures as the Member may designate. Company funds shall not be commingled with those of any other person or entity.

     7. Net Income and Net Loss.

          7.1 Net Income and Net Loss. All net income or net loss of the Company shall be for the account of the Member.

     8. Federal In come Tax Election.

          8.1 Tax Treatment. It is the intention of the Member that for federal, state and local income tax purposes the Company be disregarded as an entity separate from the Member in accordance with the provisions of Treas. Reg. §§ 301.7701-2(c)(2)(i) and 301.7701-3(b)(1)(ii). The Member shall take all actions which may be necessary or required in order for the Company to be so disregarded for income tax purposes.

     9. Distributions.

          9.1 Distributions. The Member shall determine, in the Member’s sole discretion, the amount and timing of any distributions to the Member and whether such distributions shall be paid in cash or property.

2

     10. Managers.

          10.1 General Powers. All powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, its Managers, subject to any limitation set forth in the Company’s Articles of Organization. The initial Managers shall be Ronald G. Geary, Vincent F. Doran, and Joanna Block.

          10.2 Number, Election and Term. The Managers shall consist of one or more individuals, with the number specified in or determined in accordance with the Company’s Articles of Organization, or if not so specified, as fixed by the Member. The initial number of Managers shall be two (2). Managers shall be elected by the Member(s) at each annual meeting. A decrease in the number of Managers shall not shorten an incumbent Manager’s term. The term of a Manager elected to fill a vacancy shall expire at the next Member’s meeting at which Managers are elected. Despite the expiration of a Manager’s term, he/she shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of Managers.

          10.3 Resignation of Managers. A Manager may resign at any time by delivering written notice to the Managers, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

          10.4 Removal of Managers by Members. A Manager shall be removed by the Members only at a meeting called for the purpose of removing him/her and the meeting notice shall state that’ the purpose, or one of the purposes, of the meeting is removal of the Manager. The Members may remove one or more Managers with or without cause unless the Company’s Articles of Organization provide that Managers may be removed only for cause. If a Manager is elected by a voting group of Members, only the Members of that voting group may participate in the vote to remove him. A Manager may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal.

          10.5 Vacancy in Number of Managers. Unless the Company’s Articles of Organization provide otherwise, if a vacancy occurs in the number of Managers, including a vacancy resulting from an increase in the number of Managers, the Member(s) may fill the vacancy; the Managers may fill the vacancy; or if the Managers remaining in office constitute fewer than a quorum of the Managers, they may fill the vacancy by the affirmative vote of a majority of all the Managers remaining in office. If the vacant office was held by a Manager elected by a voting group of Members, only the holders of Units of that voting group shall be entitled to vote to fill the vacancy if it is filled by the Members. A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new Manager may not take office until the vacancy occurs.

          10.6 Compensation of Managers. Unless the Company’s Articles of Organization provide otherwise, the Managers shall not be paid any compensation for serving as Managers.

          10.7 Meetings. The Managers may hold regular or special meetings in or out of the Commonwealth of Kentucky. The Managers may permit any or all Managers to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Managers participating may simultaneously hear each other during

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this meeting. A Manager participating in a meeting by such means shall be deemed to be present in person at the meeting.

          10.8 Special Meetings. Special meetings of the Managers maybe called by, or at the request of, (a) the Chairman of the Managers, (b) Members holding not less than thirty percent (30%) in Common Units of the Company, or (c) the chief executive officer of the Company. All special meetings of the Managers shall be held at the principal office of the Company or such other place as may be specified in the notice of the meeting.

          10.9 Action Without Meeting. Any action required or permitted to be taken at a Managers’ meeting may be taken without a meeting if the action is taken by all of the Managers. The action shall be evidenced by one or more written consents describing the action taken, signed by each Manager, and included in the minutes or filed with the Company records reflecting the action taken. Action taken under this Section shall be effective when the last Manager signs the consent, unless the consent specifies a different effective date.

          10.10 Notice of Meeting. Unless the Company’s Articles of Organization provide otherwise, regular meetings of the Managers may be held without notice of the date, time, place, or purpose of the meeting. Unless the Articles of Organization provide for a longer or shorter period, special meetings of the Managers shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Unless otherwise provided by the Articles of Organization, the notice shall not be required to describe the purpose of the special meeting.

          10.11 Waiver of Notice. A Manager may waive any notice required by the Company’s Articles of Organization or this Operating Agreement or the Act before or after the date and time stated in the notice. Except as otherwise provided in this Section, the waiver shall be in writing, signed by the Manager entitled to the notice, and filed with the minutes or Company records. A Manager’s attendance at or participation in a meeting shall waive any required notice to him of the meeting unless the Manager 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.

          10.12 Quorum and Voting. Unless the Company’s Articles of Organization require a greater or lesser number, a majority of the number of Managers fixed by, or determined in accordance with, this Operating Agreement shall constitute a quorum of the Managers. If a quorum is present when a vote is taken, the affirmative vote of a majority of Managers present shall be the act of the Managers unless the Articles of Organization require the vote of a greater number of Managers. A Manager who is present at a meeting of the Managers or a committee of the Managers when action is taken shall be deemed to have assented to the action taken unless: be objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; his dissent or abstention from the action taken is entered in the minutes of the meeting; or he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a Manager who votes in favor of the action taken.

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          10.13 Chairman and Vice-Chairman of the Managers. The Managers may appoint one of its members Chairman of the Managers. The Managers may also appoint one of its members as Vice-Chairman of the Managers, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to him by the Managers.

     11. Officers.

          11.1 Officers. The initial officers of the Company shall be as follows:

President	Ronald G. Geary
Vice President and Secretary	Vincent Doran
Vice President	Paul G. Dunn
Vice President	Joanna Block
Treasurer	L. Bryan Shaul
Assistant Treasurer	D. Ross Davison
Assistant Secretary	Mary D. Peters
Assistant Secretary	David S. Waskey

The Company shall have the officers described in this Agreement or appointed by the Managers in accordance with this Agreement.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Member. The same individual may simultaneously hold more than one office in the Company. If such office shall not be created and filled, then the Member shall delegate to one of the officers of the Company such responsibility.

          11.2 Duties of Officers. Each officer of the Company shall have the respective authority and shall perform the duties set forth in this Agreement for such officer’s respective office or, to the extent consistent with this Agreement, the duties prescribed by the Managers or by direction of an officer authorized by the Managers to prescribe the duties of other officers.

          11.3 Election and Term of Office. The officers of the Company shall be elected by the Managers from time to time. Vacancies may be filled or new offices created and filled by the Managers. Each officer shall hold office until his or her successor shall be duly elected or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

          11.4 Resignation and Removal of Officers. An officer may resign at any time by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Company accepts the future effective date, the Managers may fill the pending vacancy before the effective date if the Managers provide that the successor shall not take office until the effective date. The Managers may remove any officer at any time with or without cause.

          11.5 Contract Rights of Officers. Election or appointment of an officer or agent shall not of itself create rights. An officer’s removal shall not affect the officer’s contract rights, if

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any, with the Company. An officer’s resignation shall not affect the Company’s contract rights, if any, with the officer.

          11.6 Chairman. The Chairman, if that office be created and filled, shall be the chief executive officer of the Company and, if such, shall, in general, supervise and control the affairs and business of the Company. The Chairman of the Board shall preside at all meetings of the Managers. He or she may sign certificates for interests of the Company, any deeds, mortgages, bonds, contracts or other instruments which the Member has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Member or by this Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed.

          11.7 President/Chief Operating Officer. The President or Chief Operating Officer, if that office be created and filled, shall be the chief operating officer of the Company. If no Chairman has been appointed or, in the absence of the Chairman, the President shall preside at all meetings of the Managers. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Managers from time to time.

          11.8 Treasurer. The Treasurer, if that office be created and filled, shall have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies and other depositories as shall be selected by the Managers; and, 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 or her by the Chairman or the President. If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Managers shall determine. The Treasurer shall be the Chief Financial Officer of the Company.

          11.9 Secretary. The Secretary, if that office be created and filled, shall (i) keep the minutes of the Managers’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of this Operating Agreement or as required by law; (iii) be custodian of the meeting records and of the seal, if any, of the Company; (iv) be responsible for authenticating records of the Company; (v) keep a register of the mailing address of each Manager; (vi) sign with the Chairman certificates for interests of the Company; (vii) have general charge of the interest transfer books of the Company; and, 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 Chairman, the President or by the Managers.

          11.10 Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President (or, in the event there be more than one Vice President, the Vice-Presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election), if that office be created and filled, 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 may sign, with the Secretary or an assistant secretary, certificates for interests of the Company; and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Managers.

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          11.11 Assistant Treasurers and Assistant Secretaries.

     (a) The Assistant Treasurer, if that office be created and filled, shall, if required by the Managers, give bond for the faithful discharge of his or her duty in such sum and with such surety as the Managers shall determine.

     (b) The Assistant Secretary, if that office be created and filled, may sign, with the Chairman, certificates for interests of the Company.

     (c) The Assistant Treasurers and Assistant Secretaries, in general, shall perform such other additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman, the President or the Managers.

     12. Indemnification of Officers.

          12.1 General. The Company shall, to the fullest extent permitted by, and in accordance with the provisions of, the Act, as it presently exists or may hereafter be amended, indemnify each officer of the Company against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him or her in connection with, and shall advance expenses (including attorneys’ fees) incurred by him or her in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he or she is, or is threatened to be made, a party by reason of the fact that he or she is or was an officer of the Company, or is or was serving at the request of the Company as a director, officer, partner, employee, member or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Managers may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which members or officers of the Company may be entitled under any statute, provision in the Company’s Articles of Organization, agreement or action of the Managers of the Company, or otherwise, and shall continue as to a person who has ceased to be an officer of the Company, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

          12.2 Insurance. Without in any way limiting the Company’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Company may purchase and maintain insurance on behalf of any person who is or was an officer, employee or agent of the Company, or a director, officer, employee or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in such capacity or arising out of the status as such, whether or not the Company would have the power or be obligated to indemnify him or her against such liability under the provisions of Section 12.1 of this Operating Agreement or the Act.

     13. Dissolution.

          13.1 Dissolution. The Company shall dissolve upon, but not before, the decision of the Managers to dissolve the Company. Dissolution of the Company shall be effective upon the date on which the event giving rise to the dissolution occurs, but the Company shall not terminate

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until the assets of the Company shall have been distributed as provided in Section 13.3. Notwithstanding dissolution of the Company, prior to the liquidation and termination of the Company, the Company shall continue to be governed by this Agreement.

          13.2 Sale of Assets Upon Dissolution. Following the dissolution of the Company, the Company shall be wound up and the Managers shall determine whether the assets of the Company are to be sold or whether some or all of such assets are to be distributed to the Managers in kind in liquidation of the Company.

          13.3 Distributions Upon Dissolution. Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows:

               (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Managers determine to create for unmatured and/or contingent liabilities or obligations of the Company.

               (b) Second, to the Member.

     14. Assignment.

          14.1 Assignment of Member’s Interest. The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s interest in the Company. “Upon the dissolution of the Member, the successor-in-interest to the Member shall automatically become a substitute Member.

     15. General.

          15.1 Amendment. This Agreement may be modified or amended from time to time only upon the written consent of the Member.

          15.2 Captions; Section References. Section titles or captions contained in this Agreement are inserted only as a matter of convenience and reference, and in no way define, limit, extend or describe the scope of this Agreement, or the intent of any provision hereof. All references herein to Sections shall refer to Sections of this Agreement unless the context clearly requires otherwise.

          15.3 Number and Gender. Unless the context otherwise requires, when used herein, the singular shall include the plural, the plural shall include the singular, and all nouns, pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require.

          15.4 Severability. If any provision of this Agreement, or the application thereof to any person, entity or circumstances, shall be invalid or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to other persons, entities or circumstances, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

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          15.5 Binding Agreement. Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the Member and its successors and assigns.

          15.6 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky without regard to its conflict of laws rules.

          15.7 Entire Agreement. This Agreement contains the entire agreement with respect to the subject matter hereof

          15.8 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

     IN WITNESS WHEREOF, the Member has duly executed this Amended and Restated Agreement as of the date and year first above written.

RESCARE INTERNATIONAL, INC.
By:	/s/ Vincent F. Doran
	Vincent F. Doran
Its: Vice President

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EX-3.114 86 l18301aexv3w114.htm EXHIBIT 3.114

Exhibit 3.114

CERTIFICATE OF INCORPORATION
OF
RES-CARE FLORIDA, INC.

     The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

     The name of the Corporation is RES-CARE FLORIDA, INC. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

     The address of the registered office of the Corporation 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

Purposes and Powers

     The purposes for which the Corporation is organized are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

     The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000); all of such shares shall be without par value.

ARTICLE V

Sole Incorporator

     Mary D. Wiley, whose address is 1300 Embassy Square, Louisville, Kentucky 40299, is the sole incorporator of the Corporation.

ARTICLE VI

Directors

     A. Number of Directors. The affairs of the Corporation shall be managed and conducted by a Board of Directors, and unless otherwise provided in the By-laws, the election of directors need not be by written ballot. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws of the Corporation. A majority of the number of directors shall constitute a quorum for the transaction of business, except that any vacancy on the Board of Directors, whether created by an increase in the number of directors or otherwise, may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director.

     B. Power and Authority of the Board of Directors. The Board of Directors shall have such powers as are conferred on the Board of Directors by the laws of the State of Delaware. In furtherance of such powers, the Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the Corporation, without the consent or vote of the stockholders.

ARTICLE VII

Initial Directors

     The name and mailing address of each person who is to serve as a member of the Board of Directors of the Corporation is as follows, each such person to serve until the first annual meeting of the stockholders and until his successor in office is elected and qualified:

Ronald G. Geary	James R. Fornear
1300 Embassy Square	1300 Embassy Square
Louisville, KY 40299	Louisville, KY 40299
E. Halsey Sandford
1300 Embassy Square
Louisville, KY 40299

ARTICLE VIII

Elimination of Certain Liability of Directors

     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 a breach of a 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 a director derived an improper personal benefit.

ARTICLE IX

Indemnification of Directors and Officers

     A. Right to Indemnification. To the fullest extent authorized by the General Corporation Law of the State of Delaware 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 said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”) because 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, trustee or agent of another corporation, partnership,

joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him in connection with such Proceeding.

     B. Advancement of Expenses. Expenses incurred by such a person in his capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by the Corporation in advance of the trial disposition of such Proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of that person to repay such amounts unless it is ultimately determined that that person Is entitled to be indemnified by the Corporation as authorized by the General Corporation Law of the State of Delaware. Expenses incurred by a person in any capacity other than as an officer or director of the Corporation may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors deems appropriate.

C. Contract Right: Nonexclusivity of Rights

          1. Contract Right. The indemnification provided for by this Article IX shall be a contract right and shall continue as to persons who cease to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to this Certificate of Incorporation or repeal of any Article of this Certificate of Incorporation shall increase the liability of any director or officer of the Corporation for acts or omissions of such persons occurring prior to such amendment or repeal.

     2. Nonexclusivity of Rights. The right to indemnification conferred by the Article

IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and in any other capacity.

     D. Insurance. 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, trustee, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of this Article IX or the General Corporation Law of the State of Delaware.

     E. Right of Claimant to Bring Suit. If a claim under paragraph A of this Article IX is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, 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 be entitled to be paid also the expense of prosecuting such claim. it shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation), that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant 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 or its stockholders) to have made a determination prior to the

commencement of such action that indemnification of the claimant is proper in the circumstances because he or she 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 claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not set the applicable standard of conduct.

ARTICLE X

Consent Actions of Stockholders

     Any action required or permitted to be taken by the stockholders 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 in writing, setting forth the actions 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.

ARTICLE XI

Amendment of Certificate of Incorporation

     A. Reservation of Rights. 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 shareholders herein are granted subject to this reservation.

     B. Amendment Procedure. Any amendment may be adopted by the affirmative vote of the holders of record of shares of stock entitling them to exercise at least a majority of the

total voting power of all shareholders authorized under these Articles to vote, except as may be otherwise prescribed by the General Corporation Law of the State of Delaware.

* * * * *

     I, THE UNDERSIGNED, being the sole incorporator hereinabove 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 under penalties of perjury that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 28th day of December, 1994.

/s/ Mary D. Wiley  

Mary D. Wiley, Incorporator 

EX-3.115 87 l18301aexv3w115.htm EXHIBIT 3.115

Exhibit 3.115

BYLAWS

OF

RES-CARE FLORIDA, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the-end- of the Corporation’s-fiscal-year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal office.

2. Board of Directors

     2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (a) are present in person or by proxy at a meeting held to elect directors, and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the Florida General Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting, or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Vice Presidents, and shall have a President, a Secretary and a Treasurer, all of whom shall be appointed by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

     3.2 The President shall:

          (a) have general charge and authority over the business of the Corporation, subject to the direction of the Board of Directors;

          (b) have authority to preside at all meetings of the shareholders and of the Board of Directors;

          (c) have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation; and

          (d) have such other powers and duties as the Board of Directors may assign to him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall:

          (a) issue notices of all meetings for which notice is required to be given;

          (b) have responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the Corporation;

          (c) have charge of the corporate record books; and

          (d) have such other duties and powers as the Board of Directors or the President may assign to her.

     3.5 The Treasurer shall:

          (a) have the custody of all funds and securities of the Corporation;

          (b) keep adequate and correct accounts of the Corporation’s affairs and transactions; and

          (c) have such other duties and powers as the Board of Directors or the President may assign to her.

     3.6 Other officers and agents of the Corporation shall have such authority, and perform such duties in the management of the Corporation, as the Board of Directors or the President may assign to them.

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

     4.2 Unless otherwise directed by the Board of Directors, the President and the Secretary shall sign all certificates representing shares of the Corporation’s stock.

     4.3 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.138 88 l18301aexv3w138.htm EXHIBIT 3.138

Exhibit 3.138

ARTICLES OF INCORPORATION

OF ROCKCREEK, INC.

     ONE: The name of this corporation is ROCKCREEK, INC.

     TWO: 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.

     THREE: The name and address in this state of the corporation’s initial agent for service of process is CAROLYN THEIOS, 3356 N. Broadmoor, San Bernardino, CA 92404

     FOUR: The total number of shares which the corporation is authorized to issue is One Thousand (1,000).

     DATED: April 2, 1990

/s/CAROLYN THEIOS, Incorporator

I declare that I am the person who executed the above Articles of incorporation, and such instrument is my act and deed.

/s/CAROLYN THEIOS, Incorporator

EX-3.139 89 l18301aexv3w139.htm EXHIBIT 3.139

Exhibit 3.139

BYLAWS

OF

ROCKCREEK, INC.

ARTICLE I

OFFICES

     Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the board shall fix and designate a principal business office in California.

     Section 2. OTHER OFFICES. Branch or subordinate offices may be established at any time and at any place by the board of directors.

ARTICLE II

MEETINGS OF SHAREHOLDERS

     Section 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 a designation by the board, shareholders’ meetings shall be held at the corporation’s principal executive office.

     Section 2. ANNUAL MEETING. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, by the chairman of the board, by the president or vice president, or by one or more shareholders holding shares that in the aggregate are entitled to cast ten percent or more of the votes at that meeting.

     If a special meeting is called by anyone other than the board of directors, the person or persons calling the meeting shall make a request in writing, delivered personally or sent by registered mail or by telegraphic or other facsimile transmission, to the president, vice president, or secretary, specifying the time and date of the meeting (which is not less than 35 nor more than 60 days after receipt of the request) and the general nature of the business proposed to be

transacted. Within 20 days after receipt, the officer receiving the request shall cause notice to be given to the shareholders entitled to vote, in accordance with Sections 4 & 5 of this Article II, stating that a meeting will be held at the time requested by the person(s) calling the meeting, and stating the general nature of the business proposed to be transacted. If notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the board may be held.

     Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II, not fewer than 10 nor more than 60 days before the date of this meeting. Shareholders entitled to notice shall be determined in accordance with Section 11 of this Article II. The notice shall specify the place, date and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. If directors are to be elected, the notice shall include the names of all nominees whom the board intends, at the time of the notice, to present for election.

     The notice shall also state the general nature of any proposed action to be taken at the meeting to approve any of the following matter:

     (i) A transaction in which a director has a financial interest, within the meaning of section 310 of the California Corporations Code;

     (ii) An amendment of the articles of incorporation raider section 902 of that Code;

     (iii) A reorganization under section 1201 of that code;

     (iv) A voluntary dissolution under section 1900 of that Code; or

     (v) A distribution in dissolution that requires approval of the outstanding shares under section 2007 of that Code.

     Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any

     shareholders’ meeting shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address appearing on the corporation’s books or given by the shareholder to the corporation for purposes of notice. If no address appears on the corporation’s books or has been given as specified above, notice shall be either (1) sent by first-class mail addressed to the shareholder at the corporation’s principal executive office, or (2) published at least once in a newspaper of general circulation in the county where the corporation’s principal executive office is located. Notice is deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

     If any notice or report mailed to a shareholder at the address appearing on the corporations books is returned marked to indicate the United States Postal service is unable to

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deliver the document to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the corporation holds the document available for the shareholder on written demand at the corporation’s principal executive office for a period of one year from the date the notice or report was given to all other shareholders.

     An affidavit of the mailing, or other authorized means of giving notice or delivering a document, of any notice of shareholders’ meeting, report, or other document sent to shareholders, may be executed by the corporation’s secretary, assistant secretary, or transfer agent, and shall

     be filed and maintained in the minute book of the corporation.

     Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of the shareholders shall constitute a quorum for the transaction of business. 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.

     Section 7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, annual or special, 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 that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in section 6 of this Article II.

     When any meeting of shareholders, either annual or special is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place 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 45 days from the date set for the original meeting, in which case the board of directors shall set a new record date. 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 Sections 4 & 5 of this Article II. At any adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

     Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with Section 11 of this Article II, subject to the provisions of sections 702 through 704 of the corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than the election of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remains shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares that the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorums is present (or if a quorum has been present earlier at the meeting by same shareholders withdrawn), the affirmative vote of a majority of the shares

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represented and voting, provided such shares voting affirmatively also constitute a majority of the number of shares required for a quorum, shall be the act of the shareholders unless the vote of a greater number of voting by classes is required by law or by the articles of incorporation.

     At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder normally would be entitled to cast), unless the candidates’

     names have been placed in nomination before commencement of the voting and a shareholder has given notice at the meeting, before the voting has begun, of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then all shareholders entitled to vote may cumulate their votes for candidates in nomination, and may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are normally entitled, or distribute the shareholder’s votes in the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

     Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though they were had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if each person entitled to vote who was not present in person or proxy, either before or after the meeting, signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of the shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified section 601(f) of the California Corporations code, the waiver of notice or consent is required to state the general nature of the action or proposed action. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

     A shareholder’s attendance at a meeting also constitutes a waiver of notice of that meeting, unless the shareholder at the beginning of the meeting objects to the transaction of any business on the ground that the meeting was not lawfully called or convened. In addition, attendance at a meeting does not constitute a waiver of any right to object to consideration of matters required by law to be included in the notice of the meeting which were not so included, if that objection is expressly made at the meeting.

     Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT MEETING. Any action that could be taken at an 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, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on the action were present and voted.

     Directors may be elected by written consent of the shareholders without a meeting only if the written consents of all outstanding shares entitled to vote are obtained, except that vacancies

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on the board (other than vacancies created by removal) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.

     All consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder or other authorized person who has given a written consent may revoke it 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.

     Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice shall be given of any corporate action approved by shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing. As to approvals required by California Corporations code 310 (transactions in which a director has a financial interest), section 317 (indemnification of corporate agents), section 1201 (corporate reorganization), or section 2007 (certain distributions on dissolution), notice of the approval shall be given at least ten days before the consummation of any action authorized by the approval. Notice shall be given in the manner specified in section 5 of this Article II.

     Section 11. RECORD DATE FOR SHAREHOLDER NOTICE OF MEETING, VOTING AND GIVING CONSENT. (a) For purposes of determining the shareholders entitled to receive notice of and vote at a shareholders’ meeting or give written consent to corporate action without a meeting, the board may fix in advance a record date that is not more than 60 nor less than 10 days before the date of a shareholders’ meeting, or not more than 60 days before any other action.

     (b) If no record date is fixed:

     (i) The record date for determining shareholders entitled to receive notice of and vote at a shareholders’ meeting shall be the business day next preceding the day on which notice is given, or if notice is waived as provided in Section 9 of this Article II, the business day next preceding the day on which the meeting is held.

     (ii) The record date for determining shareholders entitled give consent to corporate action in writing without a meeting if no prior action has been taken by the board, shall be the day on which the first written consent is given.

     (iii) The record date for determining shareholders for any other purpose shall be as set forth in Section 1 of article VIII of these bylaws.

     (c) A determination of shareholders of record entitled to receive notice of and vote at a shareholders’ meeting shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting. However, the board shall fix a new record date if the adjournment is to a date more than 45 days after the date set for the original meeting.

     (d) Only shareholders of record on the corporations’ books at the close of business on the record date shall be entitled to any of the notice and voting rights listed in subsection (a) of this section, notwithstanding any transfer of shares on the corporation’s books after the record date, except as otherwise required by law.

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     Section 12. PROXIES. Every person entitled to vote for directors or on any other matter 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 signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by attendance at the meeting and voting in person by the person executing the proxy or by a subsequent proxy executed by the same person and presented at the meeting; or (ii) written notice of the death or incapacity of the maker of that proxy is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, 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 Corporations Code of California.

     Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one or three. If inspectors are appointed at a meeting on the request on one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one or three inspectors are to be appointed. If any person appointed as inspector fails to appear or fail or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

     These inspectors shall: (a) 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; (b) receive votes, ballots, or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

     Section 1. POWERS. Subject to the provisions of the California General Corporation Law 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, 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.

     Without prejudice to these general powers, and subject to the same limitations, the board of directors shall have the power to:

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     (a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are nonexistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from then security for faithful service.

     (b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the state of California for the holding of any shareholders’ meeting or meetings, including annual meetings.

     (c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

     (d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.

     (e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidences of debt and securities.

     Section 2. NUMBER OF DIRECTORS. The authorized number of directors shall be 2, until changed by a duly adopted amendment to this bylaw adopted by the vote or written consent of a majority of the outstanding shares entitled to vote. However, an amendment that would reduce the authorized number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a shareholders’ meeting or the shares not consenting to an action by written consent are equal to more than one sixth (16-2/3%) of the outstanding shares entitled to vote.

     Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the 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.

     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 4. VACANCIES. A vacancy in the board of directors shall be deemed to exist (a) if a director dies, resigns, or is removed by the shareholders or an appropriate court, as provided in sections 303 or 304 of the California Corporations, Code; (b) if the board of directors declares vacant the office of a director who has been convicted of a felony or declared of unsound mind by an order of court; (c) if the authorized number of directors is increased; or (d) if at any shareholders, meetings at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting.

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     Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later effective date. If the resignation is effective at a future time, the board may elect a successor to take office when the resignation becomes effective.

     Except for a vacancy caused by the removal of a director, vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) 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 California Corporations Code or (3) a sole remains director. A vacancy on the board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the board declares the office of a director vacant as provided in clause (b) of the first paragraph of this section of the bylaws may be filled by the board of directors.

     The shareholders may elect a director at any time to fill a vacancy not filled by the board of directors.

     The terms of office of a director elected to fill a vacancy shall run until the next annual meeting of the shareholders, and such a director shall hold office until a successor is elected and qualified.

     Section 5. PLACES OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the board of directors may be held at any place within or outside the State of California as designated from time to time by the board. In the absence of a designation, regular meetings shall be held at the principal executive office of the corporation. Special meeting of the board shall be held at any place within or outside the State of California designated in the notice of the meeting, or if the notice does not state a place, or if there is not notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, provided that all directors participating can bear one another.

     Section 6. ANNUAL DIRECTORS’ METING. Immediately after each annual shareholder’s meeting, the board of directors shall hold a regular meeting at the same place, or at any other place that has been designated by the board of directors, to consider matters of organization, election of officers, and other business as desired. Notice of this meeting shall not be required unless sane place other than the place of the annual shareholders’ meeting has been designated.

     Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at times to be fixed by the board of directors from time to time. such regular muting may be held without notice.

     Section 8. SPECIAL MEETINGS. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chairman of the board, the president, any vice president, the secretary, or any two directors.

     Special meetings shall be held on four days, notice by mail or forty-eight hours notice delivered personally or by telephone or telegraph. Oral notice given personally or by telephone

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may be transmitted either to the director or to a person at the director’s office who can reasonably be expected to communicate it promptly to the director. Written notice, if used, shall be addressed to each director at the address shown on the corporation’s records. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the corporation.

     Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of corporations code of California section 310 (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), section 311 (as to appointment of committees), and section 317 (e) (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

     Section 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise required, need not be given to any director who (a) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice, (b) signs a approval of the minutes of the meeting, or (c) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All waivers, consents, and approvals of the minutes shall be filled with the corporate records or made a part of the minutes of the meeting.

     Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place.

     Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than 24 hours, in which case notice shall be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.

     Section 13. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors shall individually or collectively consent in writing to that action. Any action by written consent shall have the same force and effect as a unanimous vote of the board of directors. All written consents shall be filed with the minutes of the proceedings of the board of directors.

     Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees of the board may be compensated for their services, and shall be reimbursed for expenses, as fixed or determined by resolution of the board of directors. This section 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.

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ARTICLE IV

COMMITTEES

     Section 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate an executive committee or one or more other committees, each consisting of two or more directors. The board may designate one or more directors as alternate members of any committee, to replace any absent member at a committee meeting. The appointment of committee members or alternate members requires the vote of a majority of the authorized number of directors. A committee may be granted any or all of the powers and authority of the board, to the extent provided in the resolution of the board of directors establishing the committee, except with respect to:

     (a) Approving any action for which the California Corporations code also requires the approval of the shareholders or of the outstanding shares;

     (b) Filling vacancies on the board of directors or any committee of the board;

     (c) Fixing directors, compensation for serving on the board or a committee of the board;

     (d) Adopting, amending, or repealing bylaws;

     (e) Amending or repealing any resolution of the board of directors which by its express terms is not so amendable or repealable;

     (f) Making distributions to shareholders, except at a rate or in a periodic amount or within a price range determined by the board of directors;

     (g) Appointing other committees of the board or their members.

     Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the board of directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that (a) the time of regular meetings or committees may be determined either by resolution of the board of directors or by resolution of the committee; (b) special meeting of committees may also be called by resolution of the board of directors; and (c) notice of special meeting of committees shall also be given to all alternative members who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

     Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant

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secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of section 3 of this Article V. Any number of officers may be held by the same person.

     Section 2. ELECTION OF OFFICERS. The officers of the corporation, except for subordinate officers appointed in accordance with the provisions of Section 3 of this Article V, shall be chosen by the board of directors, and shall serve at the pleasure of the board of directors.

     Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint other officers as required by the business of the corporation, whose duties shall be as provided in the bylaws, or as determined from time to time by the board of directors or the president.

     Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by the board of directors. Subordinate officers appointed by persons other than the board under Section 3 of this Article V may be removed at any time, with or without cause or notice, by the board of directors or by the officer by whom appointed. Officers may be employed for a specified term under a contract of employment if authorized by the board of directors; such officers may be removed from office at any time under this section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled lender the contract of employment.

     Any officer may resign at any time by giving written notice to the corporation. Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

     Section 5. VACANCIES IN OFFICES. A vacancy in any office resulting from an officer’s death, resignation, removal, disqualification, or from any other cause shall be filled in the manner prescribed in these bylaws for regular election or appointment to that office.

     Section 6. CHAIRMAN OF THE BOARD. The board of directors may elect a chairman, who shall preside, if present, at board meetings and shall exercise and perform such other powers and duties as may be assigned from time to time by the board of directors. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation, and shall have the powers and duties as set forth in Section 7 of this Article V.

     Section 7. PRESIDENT. Except to the extent that the bylaws or the board of directors assign specific powers and duties to the chairman of the board (if any), the president shall be the corporation’s general manager and chief executive officer and, subject to the control of the board of directors, shall have general supervision, direction, and control over the corporation’s business and its officers. The managerial powers and duties of the president shall include, but are not limited to, all the general powers and duties of management usually vested in

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the office of president of a corporation, and the president shall have other powers and duties as prescribed by the board of directors or the bylaws. The president shall preside at all meeting of the shareholders and, in the absence of the chairman of the board or if there is no chain of the board, shall also preside at meeting of the board of directors.

     Section 8. VICE PRESIDENTS. If desired, one or more vice presidents may be chosen by the board of directors in accordance with the provisions for electing officers set forth in section 2 of this Article V. In the absence or disability of the president, the president’s duties and responsibilities shall be carried out by the highest ranking available vice president if vice presidents are ranked, or if not, by a vice president designated by the board of directors. When so acting, a vice president shall have all the powers of and be subject to all the restrictions of the president. Vice presidents of the corporation shall have such other powers and perform such other duties as prescribed from time to time by the board of directors, the bylaws, or the president (or chairman of the board if there is no president).

     Section 9. SECRETARY.

     (a) Minutes. The secretary shall be present at all shareholders’ meetings and all board meetings and shall take the minutes of the meeting. If the secretary is unable to be present, the secretary or the presiding officer of the meeting shall designate another person to take the minutes of the meeting.

     The secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the shareholders, of the board of directors, and of committees of the board. The minutes of each meeting shall state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at board or committee meetings; the number of shares present or represented at shareholders’ meetings; and an accurate account of the proceedings.

     (b) Record of Shareholders. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. This record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

     (c) Notice of Meetings. The secretary shall give notice, or cause notice to be given, of all shareholders’ meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation.

     (d) Other Duties. The secretary shall keep the seal of the corporation, if any, in safe custody. The secretary shall have such other powers and perform other duties as prescribed by the board of directors or the bylaws.

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     Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep or cause to be kept 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 at all reasonable times be open to inspection by any director.

     The chief financial officer shall (1) deposit corporate funds other valuables in the corporation’s name and to its credit with depositaries designated by the board of directors; (2) make disbursements of corporate funds as authorized by the board; (3) render a statement of the corporation’s financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the board of directors; (4) have other powers and perform other duties as prescribed by the board of directors or the bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AID OTHER AGENTS

     The corporation shall, to the maximum extent permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by the law. For purposes of this Article, and agent’s of the corporation includes any person who is or was a director, officer, employee, or other 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, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.

ARTICLE VII

RECORDS AND REPORTS

     Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY

     SHAREHOLDERS. The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the board of directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder.

     A shareholder or shareholders holding at lease five percent in the aggregate of the outstanding voting shares of the corporation have the right to do either or both of the following:

     (a) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours, on five days’ prior written demand on the corporation, or (b) obtain from the corporation’s transfer agent, on written demand and tender of the transfer agent’s usual charges for this service, a list of the names and addresses of

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shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which a list has been coiled or as of a specified date later than the date of demand. This list shall be made available within five days after (i) the date of demand, or (ii) the specified later date as of which the list is to be compiled. The record of shareholders shall also be open to inspection of the written demand of any shareholder or holder of a voting trust certificate. Any inspection and copying under this section 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 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 this 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 has not principal business office in this state, the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

     Section 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS. The minutes of proceedings of the shareholders, board of directors, and committees of the board, and the accounting books and records shall be kept at the principal executive office of the corporation, or at such other place or places as designated by the board of directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection on the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonable related to the holder’s interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary of the corporation.

     Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This 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 of documents.

     Section 5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as, there are fewer than 100 shareholders, the requirement of an annual report to shareholders referred to in section 1501 of the California Corporations Code is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders, as the board considers appropriate.

     Section 6. FINANCIAL STATEMENTS. The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the corporation on file in the corporation’s principal executive office

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for 12 months; these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

     If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than 120 days after the close of the fiscal year the corporation shall deliver or mail to the shareholder, within 30 days after receipt of the request, a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year.

     A shareholder or shareholders holding five percent or more of the outstanding shares of any class of stock of the corporation may request in writing an income statement for the most recent three-month, six-month, or nine-month period (ending more than 30 days before the date of the request) of the current fiscal year, and a balance sheet of the corporation as of the end of that period. If such documents are not already prepared, the chief financial officer shall cause them to be prepared and shall deliver the documents personally or mail them to the requesting shareholders within 30 days after receipt of the request. A balance sheet, income statement, and statement of changes in financial position for the last fiscal year shall also be included, unless the corporation has sent the shareholders an annual report for the last fiscal year.

     Quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of independent accountants engaged by the corporation or the certificate of an authorized corporate officer stating that the financial statements were prepared without audit from the corporation’s books and records.

     Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. (a) Every year, during the calendar month in which the original articles of incorporation were filed with the California Secretary of state, or during the preceding five calendar months, the corporation shall file a statement with the Secretary of State on the prescribed form, setting forth the authorized number of directors; the names and complete business or residence addresses of all incumbent directors; the names and complete business or residence addresses of the chief executive officer, the secretary, and the chief financial officer; the street address of the corporation’s principal executive office or principal business office in this state; a statement of the general type of business constituting the principal business activity of the corporation; and a designation of the agent of the corporation for the purpose of service of process, all in compliance with section 1502 of the Corporations Code of California.

     (b) Notwithstanding the provisions of paragraph (a) of this section, if there has been no change in the information contained in the corporation’s last annual statement on file in the Secretary of State’s office, the corporation may, in lieu of filing the annual statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period.

ARTICLE VIII

GENERAL CORPORATE MATTERS

     Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. for purposes of determining the shareholders entitled to receive payment of dividends

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or other distributions or allotment of rights, or entitled to exercise any rights in respect of any other lawful action (other than voting at and receiving notice of shareholders’ meetings and giving written consent of the shareholders without a meeting), the board of directors may fix in advance a record date which shall be more than 60 nor less than 10 days before the date of the dividend payment, distribution, allotment, or other action. if a record date is so fixed, only shareholders of record at the close of business on that date shall be entitled to receive the dividend, distribution, or allotment of rights, or to exercise the other rights, as the case may be, notwithstanding any transfer of shares on the corporations books after the record date,___except as otherwise provided by statute.

     If the board of directors does not so fix a record date in advance, the record date shall be at the close of business on the later of (1) the day on which the board of directors adopts the applicable resolution or (2) the 60th day before the date of the dividend payment, distribution, allotment of rights, or other action.

     Section 2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other orders for payment of money, noted, 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 authorized from time to time by resolution of the board of directors.

     Section 3. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Expect as otherwise provided in the articles or in these bylaws, the board of directors by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way, to pledge the corporations credit, or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the corporation.

     Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of the shares are fully paid.

     All certificates shall certify the number of shares and the class or series of shares represented by the certificate. All certificates shall be signed in the name of the corporation by (1) either the chairman of the board of directors, the vice chairman of the board of directors, the president, or any vice president, and (2) either the chief financial officer, any assistant treasurer, the secretary, or any assistant secretary.

     None of the signatures on the certificate may be facsimile. If any officer, transfer, agent, or registrar who has signed a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

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     Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time. If share certificates or certificates for any other security have been lost, stolen, or destroyed, the board of directors may authorize the issuance of replacement certificates on terms and conditions as required by the board, which may include a requirement that the owner give the corporation a bond (or any adequate security) sufficient to indemnify 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 old certificate or the issuance of the replacement certificate.

     Section 6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other corporations standing in the name of this corporation shall be voted by one of the following persons, listed in order of preference:

     (1) chairman on the board, or person designated by the chairman of the board;

     (2) president, or person designated by the president;

     (3) first vice president, or person designated by the first vice president;

     (4) other person designated by the board of directors.

     The authority to vote shares granted by this section includes the authority to execute a proxy in the name of the corporation for purposes of voting the shares.

     Section 7. REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE. If all or part of the compensation, including expenses paid by the corporation to a director, officer, employee, or agent is finally determined not to be allowable to the corporation as a federal or state income tax deduction, the director, officer, employee, or agent to whom the payment was made shall repay to the corporation the amount disallowed. The board of directors shall enforce repayment of each such amount disallowed by the taxing authorities.

     Section 8. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in sections 100 through 195 of the California Corporations Code 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 a corporation and a natural person.

ARTICLE IX

AMENDMENTS

     Section 1. AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS. Except as otherwise required by law or by the articles of incorporation, these bylaws may be. amended or repealed, and new bylaws may be adopted, by the board of directors or by the holders of a majority of the outstanding shares entitled to vote.

17

ARTICLE X

RESTRICTION ON SALE AND TRANSFER OF SHARES

     Every shareholder, before selling or transferring any shares of the corporation, must first offer the shares to the corporation and then to the shareholders in the following manner:

     (a) The offering shareholder shall mail or personally deliver a written offer to the secretary of the corporation, stating the number and class of shares and the price, terms, and conditions of the proposed sale or transfer. The corporation shall then have the right to purchase any or all of those shares at the price and on the tens and conditions stated in the offer, by giving written notice to the offering shareholder of its election to purchase a specified number of shares. This notice shall be given by mail or personal delivery within ten days after the date of the shareholder’s written offer, as that date is defined in paragraph (h) of this bylaw.

     (b) If the corporation fails to give notice of its election to purchase within the prescribed period, or if it elects to purchase fewer than all of the shares being offered, the secretary of the corporation, as soon as possible and in no event more than 15 days after the date of the written offer, shall mail or personally deliver a copy of the offer together with a statement of the number of shares not being purchased by the corporation, to each shareholder. Each shareholder shall then have the right to purchase part or all of the available number of shares at the price and on the tens and conditions stated in the offering shareholder’s written offer, by giving the secretary of the corporation a written notice of intent to purchase. This notice of intent to purchase shall state the number of shares that the shareholder wishes to purchase, and shall be given by mail or personal delivery to the secretary of the corporation within 30 days after the offering shareholder’s written offer was given to the corporation, as defined in paragraph (h) of this bylaw.

     (c) If the total number of shares specified by the several shareholders in their respective notices of intent to purchase exceeds the number of available shares specified in the secretary’s statement, each purchasing shareholder shall be entitled to purchase that fraction of the number of shares specified in the shareholder’s notice of intent to purchase that is equal to the number of the shareholder’s shares with purchase rights snider this bylaw, divided by the total number of shares with purchase rights held by all shareholders who gave notice of intent to purchase.

     (d) If fewer than all the shares offered for sale by the offering shareholder are subscribed to under paragraphs (a), (b), and (c) of this bylaw, each shareholder who desires additional shares shall be entitled to purchase that fraction of the shares not subscribed to that is equal to the number of the shareholder’s shares with purchase rights under this bylaw, divided by the total number of shares with purchase rights held by all shareholders who desire to purchase the mining shares.

     (e) Unless otherwise specifically stated in the shareholder’s notice of intent to purchase shares given under paragraph (b) of this bylaw, that notice shall also be considered an offer to purchase the number of shares to which the shareholder is entitled under paragraph (c) or paragraph (d).

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     (f) If fewer than all the shares specified by the selling shareholder in the offer are subscribed to under paragraphs (a),(b),(c), or (d) of this bylaw within the time periods specified for exercising the respective rights to purchase shares granted by this bylaw, the offering shareholder shall not be required to sell the specified shares to the corporation or to any of the shareholders pursuant to their respective notices of intent to purchase, but may dispose of all of the specified shares to any person or persons within 45 days after the date of the written offer to sell, provided that such shareholder shall not sell or transfer these shares at a lower price or on terms less favorable to the seller than those specified in the offer to the secretary.

     (g) Unless otherwise prohibited by law or by these bylaws, the corporation may purchase its own shares from any offering shareholder; provided, however, that the corporation shall not purchase all of its Outstanding voting shares. Any sale or transfer, or purported sale or transfer, of the corporation’s shares by any shareholder shall be null and void unless the temps, conditions, and provisions of this bylaw are strictly followed.

     (h) Each offer, notice, or statement provided for in this Article X shall be considered given when it is personally delivered to the person to whom it is to be given, or whir At is deposited in the United States mail, by first-class mail properly addressed to such person and with all postage or other charges fully prepaid.

     (i) Notwithstanding any provisions in these bylaws to the contrary, any shareholder may transfer or will shares subject to this Article X to members of his immediate family or to a trust for the benefit of any such transferee. Such transferees shall hold the shares subject to all the provisions of these bylaws.

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EX-3.142 90 l18301aexv3w142.htm EXHIBIT 3.142

Exhibit 3.142

ARTICLES OF INCORPORATION OF

RSCR INLAND INC.

I. NAME

The name of the corporation is RSCR INLAND INC.
This corporation is a close corporation.

II. PURPOSE

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 Corporation Code.

III. DIRECTORS

The number of Directors of the corporation is three (3).

The names and address of the persons appointed as initial directors are:

Name Address

1.	Stephen R. Wallace             6643 Wintertree Dr. Riverside, CA 92506
2.	Barbara L. Wallace             6643 Wintertree Dr. Riverside, CA 92506
3.	Raphaela A. Wallace          6643 Wintertree      Riverside, CA 32506

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

IV. AGENT FOR SERVICE OF PROCESS

The name and address is the state of California of the corporation’s initial agent for service of process is:

Stephen R. Wallace
6643 Wintertree Dr.
Riverside, Ca 92506

B-13

V. INDEMNIFICATION

The corporation is authorized, to the fullest extent permissible under California law, to indemnify its agents (as defined in Section 317 of the California Corporation Code), whether by bylaw, agreement or otherwise, for breach of duty to this corporation and its shareholders in excess of that expressly permitted in Section 317 and to advance defense expenses to its agents in connection with such matters as they are incurred, subject to the limits on such excess indemnification set forth in section 204 of the California Corporations Code.

VI. The 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 100,000.

Dated: May 26, 1991.

Stephen R. Wallace /s/ Stephen R. Wallace
Typed name and Signature of Director

Barbara L. Wallace /s/ Barbara L. Wallace
Typed Name and Signature of Director

Raphaela A. Wallace /s/ Raphaela A. Wallace
Typed Name and Signature of Director

The undersigned being all of the persons named above as the initial directors, declare that they are the persons who executed the foregoing Articles of Incorporation, which execution is their act and deed.

Stephen R. Wallace /s/ Stephen R. Wallace
Typed name and Signature of Director

Barbara L. Wallace /s/ Barbara L. Wallace
Typed Name and Signature of Director

Raphaela A. Wallace /s/ Raphaela A. Wallace
Typed Name and Signature of Director

B-14

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BUMPERSHOOT ENTERPRISES INC.

The undersigned certify that:

1. They are the vice president and assistant secretary of the corporation.

2. The name of the corporation is Bumpershoot Enterprises Inc.

3. Article 1 of the Articles of Incorporation of this corporation is amended to read as follows:

The name of the corporation is RSCR INLAND, Inc.

4. The foregoing amendment has been duly approved by the board of directors.

5. The amendment was approved by the unanimous written consent of the sole shareholder in accordance with California Corporations Code Section 902.

     We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: January 11, 2001	/s/ Jeffrey M. Cross
	Jeffrey M. Cross, Vice President
	/s/ Mary D. Wiley
	Mary D. Wiley, Assistant Secretary

EX-3.143 91 l18301aexv3w143.htm EXHIBIT 3.143

Exhibit 3.143

BYLAWS

of

RSCR INLAND, INC.
A California Corporation

TABLE OF CONTENTS

	Page
ARTICLE I — OFFICES
Section 1 Principal Executive Office		1
Section 2 Other Offices		1
ARTICLE II — MEETINGS OF SHAREHOLDERS
Section 1 Place of Meetings		1
Section 2 Annual Meetings		1
Section 3 Special Meetings		2
Section 4 Notice of Shareholders’ Meetings		2
Section 5 Quorum		2
Section 6 Voting		2
Section 7 Consent of Absentees		2
Section 8 Action Without Meeting		3
Section 9 Proxies		3
ARTICLE III — DIRECTORS
Section 1 Powers		3
Section 2 Number and Qualification of Directors		3
Section 3 Election and Term of Office		3
Section 4 Vacancies		4
Section 5 Place of Meeting		4
Section 6 Organization Meeting		4
Section 7 Special Meetings		4
Section 8 Quorum		5
Section 9 Waiver of Notice		5
Section 10 Action Without Meeting		5
Section 11 Fees and Compensation		5
ARTICLE IV — OFFICERS
Section 1 Officers		5
Section 2 Election		5
Section 3 Removal		6
Section 4 Vacancies		6
Section 5 President		6
Section 6 Secretary		6
Section 7 Chief Financial Officer		6
Section 8 Subordinate Officers		7

i

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS	7
ARTICLE VI — RECORDS AND REPORTS
Section 1 Maintenance and Inspection of Share Register	7
Section 2 Maintenance and Inspection of Bylaws	7
Section 3 Maintenance and Inspection of Other Corporate Records	7
Section 4 Inspection by Directors	8
Section 5 Annual Report to Shareholders	8
ARTICLE VII — GENERAL CORPORATE MAILERS
Section 1 Checks, Drafts, Evidences of Indebtedness	8
Section 2 Corporate Contracts and Instruments; How Executed	8
Section 3 Certificates for Shares	8
Section 4 Construction and Definitions	9
ARTICLE VIII — AMENDMENTS
Section 1 Power of Shareholders	9
Section 2 Power of Directors	9
CERTIFICATE OF SECRETARY	10

ii

BYLAWS

Bylaws for the regulation, except as
otherwise provided by statute,
or its Articles of Incorporation, of

RSCR INLAND INC.,
A California Corporation

ARTICLE I

OFFICES

          Section 1. PRINCIPAL EXECUTIVE OFFICE.

          The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of California.

          Section 2. OTHER OFFICES.

          Branch or subordinate offices may at any time be established at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

          Section 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.

          Section 2. ANNUAL MEETINGS.

          The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors. and the transaction of such other business, as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect d directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

          Section 3. SPECIAL MEETINGS.

          Special meetings of the shareholders may be called at any time by the Board of Directors, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

          Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS.

          Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic communication, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation_

          Such notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, and shall specify the place, date and hour of the meeting and the general nature of the business to be transacted.

          Section 5. QUORUM

          The presence in person or by proxy of the persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business.

          Section 6. VOTING.

          Except as otherwise provided in the California General Corporation Law, shareholders on the record date fixed by the Board of Directors are entitled to notice and to vote, notwithstanding the transfer of any shares on the books of the Corporation after that date. The shareholders’ vote may be by voice or by ballot; provided, however, that any election for Directors must be by ballot if demanded by any shareholder before the voting has begun. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of Directors) shall be the act of the shareholders.

          At a shareholders’ meeting at which Directors are to be elected, no shareholder shall be entitled to cumulate votes unless the notice requirements of Section 708 of the California Corporations Code have been met. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.

          Section 7. CONSENT OF ABSENTEES.

          The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be 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 shareholders entitled to vote, who was not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof

          Section 8. ACTION WITHOUT MEETING.

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          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, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of Directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that a Director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the Directors, by the 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.

          Section 9. PROXIES.

          Every shareholder entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the Secretary of the Corporation_

ARTICLE III

DIRECTORS

          Section 1. POWERS.

          Subject to limitations of the Articles of Incorporation, of the Bylaws, and of the California General Corporation Law as to actions to be authorized or approved by the shareholders, and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority coo and the business and affairs of the Corporation shall be controlled by, the Board of Directors.

          Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.

          The authorized number of Directors shall be three (3) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

          Section 3. ELECTION AND TERM OF OFFICE

          Directors shall be elected at each annual meeting of the 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.

          Section 4. VACANCIES.

          Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected

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shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

          The shareholders may elect a Director or. Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

          Section 5. PLACE OF MEETING.

          Regular meetings of the Board of Directors shall 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 or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal executive office. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.

          Section 6. ORGANIZATION MEETING.

          Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transition of other business. Call and notice of such meetings are hereby dispensed with.

          Section 7. SPECIAL MEETINGS.

          Special meetings of the Board of Directors for any purpose or purposes shall be called at anytime by the President, or, if he is absent or unable or refuses to act, by any Vice President or by any two (2) Directors, if there are two (2) or more Directors on the Board.

          Notice of the time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first-class mail or telegram, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director.

          Section 8. QUORUM.

          A majority of the authorized number of Directors shall constitute a quorum for the transaction of business.

          Section 9. WAIVER OF NOTICE.

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          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, consent to holding such meeting or an approval of the minutes thereof All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

          Section 10. ACTION WITHOUT MEETING.

          Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

          Section 11. FEES AND COMPENSATION.

          Directors may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.

ARTICLE IV

OFFICERS

          Section 1. OFFICERS.

          The officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries or Assistant Treasurers. Any number of offices may be held by the same person.

          Section 2. ELECTION.

          The officers of the Corporation shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

          Section 3. REMOVAL.

          Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors.

          Section 4. 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.

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          Section 5. PRESIDENT.

          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. He shall preside at all meetings of the shareholders and at all meetings of the Board of Directors.

          Section 6. SECRETARY.

          The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors and shareholders, and shall keep, or cause to be kept, a share register at the principal executive office.

          The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the Corporation if one is 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 the Bylaws.

          Section 7. 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 at all reasonable times be open to inspection by any Director

          The Chief Financial Officer shall deposit all moneys 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, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

          Section 8. SUBORDINATE OFFICERS.

          Any subordinate officers appointed by the Board of Directors pursuant to Section 1 of this Article IV shall hold office for such period, have such authority and perform such duties as may, from time to time, be determined by the Board.

ARTICLE V

INDEMNIFICATION OF DIRECTORS_ OFFICERS

EMPLOYEES AND OTHER AGENTS

          The Corporation shall, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines,

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settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Corporation___For purposes of this Section, an “agent” of the Corporation includes, without limitation, any person who is or was a Director, officer, or employee of the Corporation.

ARTICLE VI

RECORDS AND REPORTS

          Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.

          The Corporation shall keep at its principal executive office a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder. This record shall be open to inspection by any shareholder upon five (5) days’ prior written demand.

          Section 2. MAINTENANCE AND INSPECTION OF BYLAWS.

          The Corporation shall keep at its principal executive office 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.

          Section 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 shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation- The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder___A copy of any financial statements and any income statements, including accompanying balance sheets, prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for a period of twelve (12) months.

          Section 4. INSPECTION BY DIRECTORS.

          Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation.

          Section 5. ANNUAL REPORT TO SHAREHOLDERS.

          The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing such annual or other periodic reports to the shareholders of the Corporation as it considers appropriate or as provided by Section 1501(c) of the California Corporations Code.

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ARTICLE VII

GENERAL CORPORATE MATTERS

          Section 1. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.

          All 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, from time to time, shall be determined by resolution of the Board of Directors.

          Section 2. CORPORATE CONTRACTS AND

          INSTRUMENTS; HOW EXECUTED.

          The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation.

          Section 3. CERTIFICATES FOR SHARES.

          A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the amount of the consideration to be paid for such shares and the amount paid. All certificates shall be signed in the name of the Corporation by the President or Vice President and by the Chief Financial Officer or the 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.

          Section 4. CONSTRUCTION AND DEFINITIONS.

          Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law that 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 a corporation and a natural person.

ARTICLE VIII

AMENDMENTS

          Section 1. POWER OF 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 of the Corporation set forth the number of authorized Directors of the Corporation, such authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

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          Section 2. POWER OF DIRECTORS.

          Subject to the rights of shareholders (as provided in Section 1 of this Article Vi) to adopt, amend, or repeal bylaws, existing or new bylaws, except those changing the authorized number of Directors, may be adopted, amended, or repealed by the Board of Directors.

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EX-3.146 92 l18301aexv3w146.htm EXHIBIT 3.146

Exhibit 3.146

ARTICLES OF INCORPORATION

Honorable Roy Blunt
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do here by adopt the following Articles of Incorporation.

ARTICLE I

     The name of the Corporation is SKYVIEW ESTATES, INC.

ARTICLE II

     The address, including street and number of the corporation’s initial registered office in this state, is 111 W. Broadway, P.O. Box 117, Bolivar, Polk County, Missouri 65613, and the name of its initial registered agent at such address is Kerry D. Douglas.

ARTICLE III

     The aggregate number of shares which the corporation shall have the authority to issue shall be 30,000, shares of common stock, all of such shares to have a par value of $1.00 each. Said shares shall not have any preferences, qualifications, limitations, restriction or special rights.

ARTICLE IV

     The pre-emptive rights of shareholders are not limited.

ARTICLE V

     The name and address of the incorporator of the corporation is Jack Baker, P.O. Box 790, 308 W. Jackson, Bolivar, Missouri 65613.

ARTICLE VI

     The number of directors to constitute the first Board of Directors is two (2). Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws. Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE VII

     The duration of the corporation is perpetual.

ARTICLE VIII

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX

     The corporation is formed for the following purposes:

     To own, lease, operate and manage a residential facility of facilities for the mentally or physically handicapped, mentally or emotionally ill, or other persons requiring residential care.

     To purchase, lease or hire or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds of property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares in accordance with the provisions and limitations of Section 351.390 RSMo. 1969.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things, business, or businesses in any manner connected therewith or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly, to promote the interest of the corporation or enhance the value or render profitable any of its property or rights or for the purpose of attaining or furthering any of its objects and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may be exercised by law, either by or through principals, agents, attorneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world, and in addition, to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation.

     /s/ Jack Baker

Jack Baker

EX-3.147 93 l18301aexv3w147.htm EXHIBIT 3.147

Exhibit 3.147

BY-LAWS

OF

SKYVIEW ESTATES, INC.

ARTICLE I

OFFICES

     The principal office of the corporation in the State of Missouri shall be located in Bolivar, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

     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 Missouri, 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.

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     Section 6. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversation or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective, as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholdere entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

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     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to. a. vote at a meeting of shareholders.

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     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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

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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, Election and Term: The number of directors of the corporation, shall be two (2), each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. If mailed, such

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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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vancancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vancancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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

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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. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of

     Directors. 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 such authority and perform such dutues in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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.

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     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 judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer therunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary,

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or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, 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 general charge of the stock transfer books of the corporation; (g) in general perform all duties

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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 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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.

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     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, Treasurer or an Assistant Secretary or Treasurer, 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 the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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

12

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 first day of July in each year and end on the last day of June in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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.

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ARTICLE XI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

AGAINST LIABILITIES AND EXPENSES IN ACTIONS

     Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders,

14

as the case shall be, may rely conclusively upon an opinion of independent legal___counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

AMENDMENTS

     These by-laws may be altered, amended or repealed and any bylaws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

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EX-3.148 94 l18301aexv3w148.htm EXHIBIT 3.148

Exhibit 3.148

ARTICLES OF INCORPORATION
OF
SOUTHERN HOME CARE SERVICES, INC.

     The Incorporators of SOUTHERN HOME CARE SERVICES, INC. hereby propose and adopt for said corporation the following Articles of Incorporation:

I.

     The name of said corporation is:

SOUTHERN HOME CARE SERVICES, INC.

II.

     The said corporation shall have perpetual duration.

III.

     The corporation is organized under the provisions of the Georgia Business Corporation Code.

IV.

     The corporation is organized for the following ‘purposes:

     To own, operate, control, service and otherwise dea... -n and with convalescent care, private duty nursing services in homes, hospitals and nursing homes; to do any and all acts and things necessary, convenient, expedient, or in aid to accomplishment of the foregoing, and to engage in any other business venture deemed to be in the best interest of the corporation by the Board of Directors.

V.

     The corporation shall have authority to issue not more than 10,000 shares of common stock, all of which shall be with par value of $1.00 per share.

VI.

     The corporation shall not commence business until it shall

have received not less than $500.00 working capital.

VII.

The initial registered office of the corporation shall. be 113 Sunnymeade Drive, Valdosta, Georgia 31601, and the initial registered agent of the corporation shall be LAURA M. MILLER, of that office and address.

VIII.

     The governing body of the corporation shall consist of a Board of Directors. The initial Board of Directors shall consist of two members whose names and addresses are as follows:.

LAURA M. MILLER
113 Sunnymeade Drive
Valdosta, GA 31601

MARTIN J. MILLER
113 Sunnymeade Drive
Valdosta, GA 31601

IX.

     The Incorporators of said corporation are LAURA M. MILLER and MARTIN J. MILLER, whose addresses are listed above.

     IN WITNESS WHEREOF, the said Incorporators have caused the execution of these Articles of Incorporation.

TILLMAN, McTIER, COLEMAN, TALLEY & NEWBERN
By:
	Wade H. Coleman Attorneys for Incorporators

Post Office Box 1124
Valdosta, GA 31601

EX-3.149 95 l18301aexv3w149.htm EXHIBIT 3.149

Exhibit 3.149

BY-LAWS OF

SOUTHERN HOME CARE SERVICES, INC.

ARTICLE ONE

OFFICES

     1.1 Registered Office. The address of the registered office of the corporation is 113 Sunnymeade Drive, Valdosta, Georgia; and the name of the registered agent at this address is Laura M. Miller. However, the registered agent and/or the place of the registered office may be changed from time to time by action of the Board of Directors and the making of such filings with state officials as may be required by law.

     1.2 Other Offices. The corporation may have offices at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require or make desirable.

ARTICLE TWO

SHAREHOLDERS MEETINGS

     2.1 Meeting Place. All meetings of the shareholders shall be held at the registered office or at such other place as may be fixed from time to time by the Board of Directors or in the notice of the meeting.

     2.2 Annual Meetings. The annual meeting of shareholders of the corporation shall be held within or without the State of Georgia at such time and place as may from time to time be fixed by the Board of Directors.

     2.3 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, and shall be

called by the President or the Secretary when so directed by the Board of Directors, or at the request in writing of any two or more directors, or at the request in writing of shareholders 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.

     2.4 Notice. Except as otherwise required by statute, written notice of each meeting of the shareholders, whether annual or special, shall be served, either personally or by mail, upon each shareholder of record entitled to vote at such meeting, not less than ten nor more than fifty days before such meeting. If mailed, such notice shall be directed to a shareholder at his post office address last shown on the records of the corporation. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders shall not be required to be given to any shareholder who, in person or by his attorney thereunto authorized, either before or after such meeting, shall waive such notice. Attendance of a shareholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a shareholder attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business. Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting at which the adjournment is taken.

     2.5 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by law. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by

2

proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At such adjourned meeting at which. a quorum shall be present in person or by proxy, any business may be transacted that might have been transacted at the meeting as originally called.

     2.6 Voting. At every meeting of the shareholders, any shareholder having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven months from its date, unless said proxy provides for a longer period. Stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of some shareholders leaving less than a quorum. Each shareholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation. 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, except as otherwise provided by law.

     2.7 Consent Action. Whenever the vote of-shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of the shareholders may be dispensed with when all of the shareholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE THREE

DIRECTORS

     3.1 Directors’ Control. Except as may be otherwise provided by any legal agreement among shareholders, the property and business of the corporation shall be managed by its Board of Directors. In addition to the powers and authority by these By-Laws expressly conferred upon

3

it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, by any legal agreement among shareholders, by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

     3.2 Board of Directors. The initial Board of Directors shall consist of two directors named in the Articles of Incorporation. Thereafter the Board of Directors shall consist of not more than seven members, the precise number to be fixed by resolution of the shareholders from time to time. Each director (whether elected at an annual meeting of shareholders or otherwise) shall hold office until the annual meeting of shareholders held next after his election and until a qualified successor shall be elected, or until his earlier death, resignation, incapacity to serve,-or removal. Directors need not be shareholders.

     3.3 Vacancies. If any vacancy shall occur among the directors by reason of death, resignation, incapacity to serve, increase in the number of directors, or otherwise, the remaining directors shall continue to act, and such vacancies may be filled by a majority of the directors then in office, though less than a quorum, and, if not theretofore filled by action of the directors, may be filled by the shareholders at any meeting held during the existence of such vacancy.

     3.4 Meetings. The Board of Directors may hold its meetings at such place or places as it may from time to time determine. An annual meeting of the directors shall be held, without further notice, immediately following each annual meeting of stockholders, and at the same place. Other regular meetings of the Board may be held, without notice, at such times and places as may be from time to time prescribed by resolution of the Board. Special meetings of the Board shall be so called by the President or the Secretary on the written request of three directors.

4

     3.5 Quorum. At all meetings of the Board of Directors, the presence of a majority of the authorized number of directors, but not less than two directors, shall be necessary and sufficient to constitute a quorum for the transaction of business. 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 law. In the absence of a quorum a majority of the directors present at any meeting may adjourn the meeting from time to time until a quorum be had. Notice of any adjourned meeting need only be given by announcement at a meeting at which the adjournment is taken.

     3.6 Consent Action. 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, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.

ARTICLE FOUR

OFFICERS

     4.1 In General. The Board of Directors at its first meeting after each annual meeting of shareholders shall elect the following officers: A President, a Vice President, a Secretary and a Treasurer. The Board of Directors at any time and from time to time may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms as shall be determined by the Board of Directors. Any person may hold any two or more offices, except that no person may hold both the offices of President and Secretary. No officer need be a shareholder.

     4.2 Term of Office and Removal. Each officer of the corporation shall hold office until his successor is chosen or until his earlier resignation, death or removal, or the termination

5

of his office. Any officer may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby.

     4.3 President. The President shall serve as the Chairman of the Board and shall be the chief executive officer of the corporation and 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 preside over the meetings of the shareholders and of the Board of Directors and the Executive Committee, and shall act as chairman of such meetings. The President shall also have such powers and perform such duties as are specifically imposed upon him by law or as may be assigned to him by the Board of Directors.

     4.4 Vice President. The Vice President shall perform such duties as are generally performed by vice presidents, and in the event of the absence or disability of the President the Vice President shall perform the duties of, and exercise the authority of, the President. The Vice President shall also perform such other duties and exercise such other powers as the Board of Directors shall request or delegate.

     4.5 Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in books 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, any notice required to be given of any meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by. the Board of Directors. He shall attest all documents signed by the President or the Vice President, if attestation is required, and shall impress thereon the corporate seal if required.

     4.6 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the corporation, and shall deposit, or cause to be

6

deposited, in the name of the corporation, all monies or other valuable effects, in such banks, trust companies or other depositories as shall, from time to time, be selected as authorized by the Board of Directors; he shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the corporation, and in. general, he shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned to him by the Board of Directors or the President.

     4.7 Delegation of Authority. In 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 for the time being, any or all of the powers and duties of such officer to any other officer or to any Director.

ARTICLE FIVE

CAPITAL STOCK

     5.1 Stock Certificates. The interest of each shareholder shall be evidenced by a certificate or. certificates representing shares of stock of the corporation which shall be in such form as the Board of Directors may from time to time adopt and shall be numbered and shall be entered in the books of the corporation as they are issued. Each certificate shall exhibit the holder’s name, the number of shares and class of shares and series, if any represented thereby, a statement that the corporation is organized under the laws of the State of Georgia, and the par value of each share or a statement that the shares are without par value.

     5.2 Transfers. Transfers of stock shall be made on the books of the corporation only by the person named in the certificate, or by attorney lawfully constituted in writing, and upon surrender of the certificate therefor.

     5.3 Shareholders List and Record Date. (a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment

7

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 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.

     (b) 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 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.

     5.4 Registered Stockholders. The corporation shall be entitled to treat the holder of any share of stock of the corporation as the person entitled to vote such share, to receive any dividend or other distribution with respect to such share, and for all other purposes 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, except as otherwise provided by law.

ARTICLE SIX

     6.1 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.

     6.2 Annual Statements. Not later than two months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the corporation shall prepare:

     (1) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and

     (2) an income statement showing the results of its operation during its fiscal year.

8

     Upon written request, the corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement.

     6.3 Appointments of Agents. The President shall be authorized and empowered in the name and as the act and deed of the corporation to name and appoint general and special agents, representatives, and attorneys to represent the corporation and to name and appoint attorneys and proxies to vote any shares of stock in any other corporation at any time owned or held of record by the corporation, and to prescribe, limit and define the powers and duties of such agents, representatives, attorneys, and proxies and to make substitution, revocation or cancella-’ tion in whole. or in part of any power or authority conferred on any such agent, representative, attorney or proxy. All powers of attorney or other instruments under which such agents, representatives, attorneys or proxies shall be so named and appointed shall be signed by the President or Secretary, and the corporate seal shall be affixed thereto. Any substitution, revocation or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy, when so authorized by the instrument appointing him, may substitute or delegate his powers in whole or in part and evoke and cancel such substitutions or delegations.

     6.4 Dividends. Dividends upon the outstanding shares of the corporation 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 corporation, subject to the provisions of the statutes of the State of Georgia.

     6.5 Reserves. There may be created by resolution of the Board of Directors out of the earned surplus of the corporation such reserve or reserves as the Directors may from time to time, in their discretion, deem proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the corporation, or for such other purpose as the Directors

9

shall deem beneficial to the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

     6.6 Checks. All checks or demands for money and notes of the corporation may be signed by any officer of the corporation or by such other person or persons as the Board of Directors may from time to time designate.

ARTICLE SEVEN

AMENDMENTS

     7.1 The By-Laws. of the corporation may be altered or amended and new By-Laws may be adopted by the shareholders at any annual or special meeting of the shareholders or by the Board of Directors at any annual, regular or special meeting of the Board of Directors; provided, however, that, if such action is to be taken at a meeting of the shareholders, notice of the general. nature of the proposed change in the By-Laws shall have been given in the notice of meeting; and provided, further, that should any By-Law adopted by the shareholders expressly provide that it shall not be altered or repealed by the Directors, such By-Law may be amended or repealed only by the shareholders.

ARTICLE EIGHT

     8.1 Reimbursement. Any payments made to an officer of the corporation such as a salary, commission, bonus, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a board, to enforce payment of each such amount disallowed, in lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

10

ARTICLE NINE

INDEMNIFICATION

     9.1 Any person who was or is a party or is threatened to be made a part to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the corporation) by reason of the fact that he is or was a director, officer, employee or agent of this corporation, or of a similar position for another corporation, partnership, joint venture, trust or other enterprise at the request of this corporation, shall be indemnified by this corporation, against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and. reasonably incurred by him in connection with such action, suit or proceeding shall be indemnified against all expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in or not opposed to be 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.

     9.2 Determination of the right to such indemnification and the amount thereof may be made, at the option of the person to be indemnified, pursuant to procedure set forth from time to time in the By-Laws or by any of the following procedures: (a) order of the court or administrative body or agency having jurisdiction of the action, suit or proceeding, (b) resolution adopted by a majority of a quorum of the Board of Directors of the corporation without counting

11

in such majority or quorum any directors who have incurred expenses in connection with such action, suit or proceeding, (c) resolution adopted by a majority of a quorum of the stockholders entitled to vote at any meeting, or (d) order of any court having jurisdiction over the corporation. Any such determination that a payment by way of indemnity should be made shall be binding upon the corporation. Such right or indemnification shall not be exclusive of any other right which such directors, officers and employees of the corporation and the other persons above mentioned, may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective right of indemnification or reimbursement under any By-Laws, agreement, vote of stockholders, provision of law, insurance policy, or otherwise,-as well as their rights under this Article. The provisions of this Article shall apply to any member of any committee appointed by the Board of Directors as fully as though such person had been a director, officer or employee of the corporation.

     9.3 A disinterested majority of the Board of Directors of this corporation or a majority of a quorum of the stockholders entitled to vote at a meeting shall be authorized to pay to any person entitled to indemnification under this Article, all actual expenses incurred in connection with such action, suit or proceeding during the pendency thereof.

     9.4 It is the intention of-the corporation that this Article of the By-Laws of this corporation and the indemnification hereunder shall extend to the maximum indemnification possible under the laws of the State of Georgia, and if any one or more words, phrases, clauses, sentences, or sections of this Article should be held unenforceable for any reason, all remaining portions of this Article shall remain of full force and effect.

     9.5 No contract or other transaction between this corporation and any other firm, association or corporation shall be affected or invalidated by the fact that any of the members of

12

the Board of Directors of this corporation are interest in or are members, shareholders, governors, directors or officers of such firm, association or corporation; and no contract, act or transactions of this corporation with any individual, firm, association or corporation shall be affected or invalidated by the fact that any of the members of the Board of Directors of this corporation are parties to or interested in such contract, act or transaction or are in any way connected with such individual, firm, association or corporation. Each and every individual who may become a member of the Board of Directors of this corporation is hereby relieved from any liability that might otherwise exist from contracting with this corporation for the benefit of himself or any firm, association or corporation in which he may in any way be interest.

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EX-3.150 96 l18301aexv3w150.htm EXHIBIT 3.150

Exhibit 3.150

ARTICLES OF INCORPORATION
OF
TANGRAM REHABILITATION NETWORK, INC.

     I, the undersigned natural person of the age of twenty one years or more, and being a citizen of the State of Texas, acting as incorporator of a corporation formed 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 TANGRAM REHABILITATION NETWORK, INC.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purposes for which the corporation is formed are:

     1. The transaction of any or all lawful business for which a corporation may be incorporated under the Texas Business Corporation Act; and

     2. To buy, sell, lease, and deal in services, personal property, and real property subject to Part Four of the Texas Miscellaneous Corporation Laws Act.

ARTICLE FOUR

     The corporation is authorized to issue only one class of stock. The total number of shares that the corporation is authorized to issue is five hundred thousand (500,000) shares. Each share

shall have a par value of one dollar ($1.00).

ARTICLE FIVE

     The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least one thousand and no/100 ($1,000.00) dollars, consisting of money, labor done, or property actually received.

ARTICLE SIX

     The Post Office address of the corporation’s initial registered 404 College View Street, Bryan, Texas, 77801, and the name of its initial registered agent at such address is J. M. Szabuniewicz.

ARTICLE SEVEN

     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 director until the first annual meeting of the shareholders or until his successor is elected and qualified is:

J. M. Szabuniewicz	404 College View Street
	Bryan, Texas 77801

ARTICLE EIGHT

     The name and address of the incorporator is:

J. M. Szabuniewicz	404 College View Street
	Bryan, Texas 77801

     IN WITNESS WHEREOF, I have executed these Articles of Incorporation and hereunto set my hand on this ____ day of 1979.

/s/ J. M. Szabuniewicz

J. M. Szabuniewicz

EX-3.151 97 l18301aexv3w151.htm EXHIBIT 3.151

Exhibit 3.151

AMENDED BYLAWS OF
TANGRAM REHABILITATION NETWORK, INC.
FEBRUARY 21, 1990

ARTICLE ONE: REGISTERED OFFICE

     Sec. 1.01 The registered office of the Corporation was located at 8950 North Central Expressway, also known as Number One North Park East, Suite 318, Dallas, Texas, 75231, and the name of the registered agent of the Corporation at such address was W.D. Kincaid. The subsequent and now designated registered office of the Corporation is changed to 736 Smith Avenue, San Marcos, Texas 78666, and the name of the registered agent of the corporation at such address is the same, W.D. Kincaid.

ARTICLE TWO: SHAREHOLDER MEETINGS

     Sec. 2.01 Place of Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation or at any other place within or without this State as may be designated for that purpose from time to time by the Board of Directors.

     Sec. 2..02 Time of Annual Meeting. The annual meeting of the shareholders shall be held annually at such date and time as shall be designated from time to time by the Board of Directors and as is stated in the notice of meeting.

     Sec. 2.03 Notice of Meeting. Notice of the meeting 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10), but not more than fifty (50) days before the date of the meeting. Such notice shall be given either personally or by mail or other means of written communication and addressed to the shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

     Sec. 2.04 Special Meetings. Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the Chairman of the Board, President, by the Board of Directors, by any director, or by one or more shareholders holding not less than one-tenth (1/10) of all the shares entitled to vote at the meeting.

     Sec. 2.05 Quorum. A majority of the voting shares constitutes a quorum for the transaction of business. Business may not be continued after withdrawal of enough shareholders to leave less than a quorum.

     Sec. 2.06 Voting. Only persons in whose names shares appear on the share records of the Corporation on the date on which notice of the meeting is mailed shall be entitled to vote at such meeting, unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Voting for the election of directors shall be by voice, unless prior to voting, a shareholder demand a ballot vote.

     Sec. 2.07 Proxies. Every person entitled to vote or execute consents may do so either in person or by written proxy executed in writing by the shareholder or his duly authorized attorney in fact.

     Sec. 2.08 Consent of Absentees. No defect in the calling or noticing of a shareholders meeting will affect the validity of any action at the meeting if a quorum was present and if each shareholder not present in person or by proxy signs a written waiver or notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting and such waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

     Sec. 2.09 Action Without Meeting. Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the Corporation.

ARTICLE THREE: DIRECTORS

     Sec. 3.01 Powers. The directors shall act only as a board and an individual director shall have no power as such. All corporate powers of the Corporation shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws.

     Sec. 3.02 Number and Qualifications of Directors. The number of authorized directors of this Corporation, which shall constitute the entire board, shall be any odd number but not less than three (3). The number of directors may be increased or decreased from time to time by amendment to these bylaw, but no decrease shall have the effect of shortening the term of any incumbent director. Any director vacancy to be filled by reason of an increase in the number of directors shall be filled by election at an annual shareholders meeting or at a special meeting of shareholders called for that purpose. The directors need not be residents of Texas.

     Sec. 3.03 Election and Term of Office. The directors shall be elected annually by plurality vote of the shareholders entitled to vote and shall hold office until their respective successors are elected, or until their death, resignation, or removal.

     Sec. 3.04 Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. The shareholders may elect a director at any regular or special meeting of shareholders to fill any vacancy not filled by the directors.

     Sec. 3.05 Removal of Directors. The entire Board of Directors or any individual director may be removed from office with or without cause, by vote of the holders of a majority of the shares entitled to vote for directors at any regular or special meeting of such shareholders.

     Sec. 3.06 Place of Meeting. All meetings of the Board of Directors shall be held at the principal office of the Corporation or at such place, within or without the State, as may be designated from time to time by resolution of the Board or by written consent of all of the members of the Board.

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     Sec. 3.07 Regular Meetings. 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 such other times as the directors may determine.

     Sec. 3.08 Special Meetings — Call and Notice. Special meetings of the Board of Directors, for any purpose, shall be called at any time by the Chairman of the Board, President or if either or both are absent or unable or refuse to act, by any Vice-President, or by any director. Written notices of the special meetings, stating the time and, in general terms the purpose or purposes thereof, shall be mailed, telegraphed, or personally delivered to each director not later than the day before the day appointed for the meeting.

     Sec. 3.09 Quorum. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority-of the directors present shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.

     Sec. 3.10 Board Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as a unanimous vote of directors if all members of the board shall individually or collectively consent in writing to such action.

     Sec. 3.11 Adjournment — Notice. 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 holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the adjourned meeting. 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.

     Sec. 3.12 Conduct of Meetings. The President, or in his absence, any director selected by the directors present, shall preside at meetings of the Board of Directors. The Secretary of the Corporation, or in his absence any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

     Sec. 3.13 Compensation. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement for expenses as may be fixed or determined by resolution of the board.

     Sec. 3.14 Indemnification of Directors and Officers. The Board of Directors may authorize the. Corporation to pay expenses incurred by or to satisfy a judgment or fine rendered or levied against present or former directors, officers, or employees of this Corporation as provided by the Texas Business Corporation Act.

ARTICLE FOUR: OFFICERS

     Sec. 4.01 Title and Appointment. The officers of the Corporation shall be President, Vice-President, Secretary and Treasurer. The corporation may also have, at the discretion of the Board of Directors, a. Chairperson of the Board, one or more additional Vice-Presidents, one or

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more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board of Directors may from time to time determine. One person may hold two or more offices. All officers shall be elected by and hold office at the pleasure of the Board of Directors who shall fix their compensation and tenure.

     Sec. 4.02 Powers and Duties of Officers. The officers of the Corporation shall have the powers and duties generally ascribed to their respective offices and such additional authority or duty as may, from time to time, be established by the Board of Directors.

     Sec. 4.03 Vacancy. If the office of the Chairman of the Board, President, or Secretary becomes vacant by reason of death, resignation, or removal, the Board of Directors shall elect a successor who shall hold office for the unexpired term and until his successor is elected.

ARTICLE FIVE: EXECUTION OF INSTRUMENTS

     Sec. 5.01 Authority to Execute Corporate Instruments. 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 such execution or signature shall be binding upon the Corporation.

ARTICLE SIX: ISSUANCE AND TRANSFER OF SHARES

     Sec. 6.01 Certificates for Paid and Unpaid Shares. Certificates for shares of the Corporation shall be issued only when fully paid.

     Sec. 6.02 Share Certificates. The Corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear upon its face the statement that the Corporation is organized in Texas, the name in which it is issued, the number and class of shares and series, and the par value or a statement that the shares are $1.00 par value. The certificates shall be signed by the President and Secretary which signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered___by a registrar and the seal of the Corporation shall be affixed thereto. Each certificate shall contain on its face or back such recitations or references as are required by law.

     Sec. 6.03 Preemptive Rights. No holder of shares of the Corporation shall, as such holder, have any preemptive or preferential right to receive, purchase, or subscribe to any treasury shares or any shares now or hereafter issued by the Corporation.

     Sec. 6.04 Replacement of Certificates. No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and cancelled, except in the case of lost or destroyed certificates to be issued upon such terms, conditions, and guarantees as the Board of Directors may see fit to impose, including the filing of sufficient indemnity.

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     Sec. 6.05 Transfer of Shares. No shareholder. shall transfer or encumber his shares of capital stock of the Corporation to any person, firm, or corporation without the consent of two-thirds (2/3) of the Board of Directors. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof, in person or by his duly authorized attorney. Upon surrender to the Corporation or its transfer agent of the certificate representing the shares properly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE SEVEN: RECORDS AND REPORTS

     Sec. 7.01 Inspection of Books and Records. 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.

     Sec. 7.02 Closing Stock Transfer Books. The Board of Directors may close the transfer books in their discretion for a period not exceeding fifty (50) days preceding any annual or special meeting of the shareholders or the day appointed for the payment of a dividend.

ARTICLE EIGHT: AMENDMENT OF BYLAWS

     Sec. 8.01 Amendment of Bylaws. The power to alter, amend, or repeal these bylaws shall be exercised only upon the vote of two-thirds (2/3) of the members of the Board of Directors, such decision being subject to repeal or change by action of the shareholders.

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EX-3.156 98 l18301aexv3w156.htm EXHIBIT 3.156

Exhibit 3.156

ARTICLES OF INCORPORATION

OF

THE CITADEL GROUP, INC.

     The undersigned, a natural person of the age of eighteen years or more, actor as, sole incorporator of a corporation under the provisions of the Texas Business Corporation Act (the “Act”), adopts the following Articles of Incorporation.

ARTICLE 1

     The name of the Corporation is The Citadel Group, Inc.

ARTICLE 2

     The period of duration of the Corporation is perpetual.

ARTICLE 3

     The purpose for which the Corporation is organized is the transaction of any or all lawful business.

ARTICLE 4

     The aggregate number of shares of capital stock which the Corporation shall have authority to issue is one hundred thousand (100,000) shares of Common Stock with the par value of one cent ($0.01) per share.

ARTICLE 5

     The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand Dollars ($1,000 00), consisting of money, labor done or property actually received.

ARTICLE 6

     No shareholder shall have any pre-emptive rights to acquire shares of the Corporation.

ARTICLE 7

     Cumulative voting by the shareholders of the Corporation at any election for Directors is expressly disallowed.

ARTICLE 8

     Any action required by the Act 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 the shareholders, 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 holder or holders or shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

     Every written consent signed by the holders of less than all the shares entitled to vote with respect to the action that is the subject of the consent shall bear the date of signature of each shareholder who signs the consent No written consent signed by the holders of less than all the shares entitled to vote with respect to the action that is the subject of the consent shall be effective to take the action that is the subject of the consent unless within 60 days after the date of the earliest dated consent delivered to the Corporation in the manner required by this Article, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded Delivery shall be by hand or certified or registered mail, return receipt requested Delivery to the Corporation’s principal place of business shall be addressed to the president or principal executive officer of the Corporation.

     A telegram, telex, cablegram, or similar transmission by a shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder.

     Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to this action.

ARTICLE 9

     The directors of the Corporation will not be liable to the Corporation or its shareholders for monetary damages for acts or omissions that occur in the directors’ capacity as directors This article does not limit the liability of the directors for acts or omissions for (1) a breach of the duty of loyalty to the Corporation or its shareholders or members, (2) a bad faith breach of a director’s duty to the Corporation, intentional misconduct, or a knowing violation of the law, (3) 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; or (4) an act or omission for which the liability of a director is expressly provided by an applicable statute. The Corporation shall indemnify every proposed, present or former director, officer, employee or agent of the Corporation, or any person who may have served at its request in a similar capacity against judgments, penalties, fines, settlements and all other costs, expenses or assessments to the fullest extent permitted by law including paying expenses in advance of the final disposition of such matter The indemnification provided herein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such director or officer. Any repeal or amendment or this Article 9 shall not diminish the rights of any such directors, officers, employee or agent or the obligations of the Corporation with respect to any claim arising from or related to the services of such person m any of the foregoing capacities prior to any such repeal or amendment.

ARTICLE 10

     The address of the registered office of the Corporation is 1705 Capital of Texas Highway South, Suite 410, Austin, Texas 78746 and the name of the registered Agent of the Corporation at such address is Richard D. Relyea.

ARTICLE 11

     The initial Board of Directors shall consist of one (1) member who shall serve as a director until the first annual meeting of shareholders or until his successor(s) shall have been elected and qualified and whose name and address is as follows:

Name	Address
Franklin A Arnold	6034 West Courtyard Drive
	Suite 150 Austin, Texas 78730

ARTICLE 12

     The name and address of the incorporator of the Corporation is as follows:

Name	Address
Franklin A Arnold	6034 West Courtyard Drive
	Suite 150
	Austin, Texas 78730

     IN WITNESS WHEREOF, I have hereunto set my hand as of this 8th day of November, 1995.

/s/ Franklin A. Arnold

Franklin A Arnold

STATE OF TEXAS           §
COUNTY OF TRAVIS           §

     I, a Notary Public, do hereby certify that on this 8th day of November, 1995, personally appeared before me Franklin A. Arnold, 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/ Laura K. Fenton

Notary Public Signature

EX-3.157 99 l18301aexv3w157.htm EXHIBIT 3.157

Exhibit 3.157

BYLAWS OF

THE CITADEL GROUP, INC.
(THE CORPORATION)

ARTICLE I

OFFICES

     1.01 Principal Office. The principal office of the Corporation shall be located at 6034 West Courtyard Drive, Suite 120, Austin, Texas 78730. The Board of Directors has full power and authority to change the principal office from one location to another by Board Resolution and by noting the changed address and effective date below:

Address	Date
Address	Date
Address	Date

     1.02 Other Offices. The Corporation may also have offices at 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

     2.01 Annual Meeting. The annual meeting of the shareholders for the election of directors and such other business as may properly be brought before the meeting shall be held at such place within or without the State of Texas and at such date and time 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.

     2.02 Failure to Hold Annual Meeting. Failure to hold any annual meeting shall not work a dissolution of the Corporation. If the annual meeting is not held within any 13-month period, any court of competent jurisdiction in the county in which the principal office of the Corporation is located may, on the application of any shareholder, summarily order a meeting to be held.

     2.03 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the Chief Executive Officer or the President. In addition, the

Secretary, at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders owning shares representing not less than 10% of all of the votes entitled to vote at the meetings. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice.

     2.04 Notice and Waiver of Notice.

          (a) 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 fifty days before the date of the meeting in accordance with the provisions for giving notice contained at Section 9.05 of these Bylaws by or at the direction of the Chief Executive Officer, President or the Secretary to each shareholder of record entitled to vote at such meeting.

          (b) Notice may be waived in writing signed by the person or persons entitled to such notice. Such waiver may be executed at any time before or after the holding of such meeting. Attendance at a meeting shall constitute a waiver of notice, except where the person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

     2.05 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, the Board of Directors may in advance establish a record date which must be at least ten but not more than fifty days prior to such meeting. If the Board of Directors fails to establish a record date, the record date shall be the date on which notice of the meeting is mailed.

     2.06 Voting List.

          (a) The officer or agent having 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 such meeting or any adjournment thereof, 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 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 stock transfer book shall be prima-facie evidence as to who are the shareholders entitled to examine such list or transfer books or vote at any meeting of shareholders.

          (b) Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

          (c) An officer or agent having charge of the stock transfer books who shall fail to prepare the list of shareholders or keep the same on file for a period of ten days or produce and keep it open for inspection as provided in this section, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage. In the event that such

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officer or agent does not receive notice of a meeting of shareholders sufficiently in advance of the date of such meeting reasonably to enable him to comply with the duties prescribed by these Bylaws, the Corporation, but not such officer or agent shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage.

     2.07 Quorum of Shareholders. The holders of issued and outstanding shares representing a majority of votes entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or the Articles of Incorporation; furthermore, such majority, 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. At such adjourned meeting, provided a quorum shall be present or represented thereat, any. business may be transacted which might have been transacted if the meeting had been held in accordance with the original notice thereof.

     2.08 Withdrawal of Quorum. If a quorum is present at any meeting, the vote of the holders of issued and outstanding shares representing a majority of votes entitled to vote,’ present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by express provision of the statutes or by the Articles of Incorporation or these Bylaws. The shareholders present at a meeting at which a quorum is present may continue to transact business until adjournment, despite the withdrawal of shareholders after the commencement of the meeting which withdrawal leaves less than a quorum remaining at the meeting.

     2.09 Method of Voting. Each outstanding share shall have the number of vote(s) for such share as prescribed in the Articles of Incorporation and shall be entitled to vote on each matter submitted to a vote at a meeting of shareholders or otherwise to be voted on by shareholders, except to the extent that such right is limited or denied by the Articles of Incorporation. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.

     2.10 Action Without Meetings. Any action required or 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 the shareholders entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the shareholders. In addition, any action requiring a vote of the shareholders can be taken without a meeting in accordance with the provisions of the Texas Business Corporation Act.

ARTICLE III

DIRECTORS

     3.01 Powers. The business and affairs of the Corporation and all corporate powers shall be managed by the Board of Directors, subject to any limitation imposed by statute, the Articles of Incorporation or these Bylaws as to action which requires authorization or approval by the shareholders.

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     3.02 Number; Qualifications. Subject to the provisions of the Corporation’s Articles of Incorporation, the number of Directors which shall constitute the whole Board shall from time to time be fixed and determined by a majority of the full Board, none of whom need be a resident of the State of Texas or shareholders of the Corporation.

     3.03 Election. The Directors shall be elected at the annual meeting of the shareholders, and each Director elected shall serve until his successor shall have been elected and qualified.

     3.04 Voting. Every shareholder entitled to vote shall have the right to vote the number of votes per share for shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote.

     3.05 Removal of Directors. At any meeting of shareholders called expressly for the purpose of removing a Director, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of shares representing a majority of the votes then entitled to vote at an election of the Directors.

     3.06 Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal or otherwise shall be filled by 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.

     3.07 Increase or Decrease in Number. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors may be filled by election at an annual or special meeting of shareholders or, at the option of the Board of Directors, may be filled by appointment by the Board of Directors for a term of office continuing only until the next election of one or more Directors by the shareholders.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

     4.01 Place. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas.

     4.02 Regular Meetings. Regular meetings of the Board of Directors may be held upon notice, or without notice unless notice is required under these Bylaws and at such time and at such place as shall from time to time be determined by the Board.

     4.03 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President and shall be called by the Secretary on the written request of two Directors. Notice of each special meeting of the Board of Directors shall be given to each Director at least ten days before the date of the meeting.

     4.04 Notice and Waiver of Notice. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express

4

purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as may be otherwise provided by law or by the Articles of Incorporation or by 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 of such meeting.

     4.05 Quorum of Directors. At all meetings of the Board of Directors, 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. 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.

     4.06 Action Without Meetings. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be.

     4.07 Committees. The Board of Directors may from time to time designate members of the Board to constitute committees which shall in each case consist of such number of Directors, not less than two, and shall have and may exercise such power, as the Board may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of its meeting, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to change the number, subject as aforesaid, and members of any such committee, to fill vacancies and to discharge any such committee.

     4.08 Compensation. Directors shall receive such compensation for their services as Director as may be determined by resolution of the Board of Directors. The receipt of such compensation shall not preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

     4.09 Meeting by Telephone. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken by means of a meeting by conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other. Any person participating in such meeting shall be deemed to be present in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     4.10 Assent to Action. 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 unless his dissent or abstention shall be entered into the minutes of the meeting or unless he shall file his written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by notice as provided in Section 9.05 of these Bylaws to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or

5

abstain shall not apply to a Director who voted in favor of such action. If the minutes inaccurately reflect the position a Director actually took at a meeting, the presumption can be rebutted by such Director promptly notifying the Secretary upon such Director’s receipt of the minutes.

ARTICLE V

OFFICERS

     5.01 Election, Number, Qualification, Term, Compensation. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chief Executive Officer, President and a Secretary. The Board of Directors shall also elect a Chairman of the Board and may elect any number of Vice Presidents, a Treasurer, one or more Assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the Board by resolution not inconsistent with these Bylaws. Two or more offices may be held by the same person. None of the officers need be a Director. The Board of Directors shall have the power to enter into contracts for the employment and compensation of officers for such terms as the Board deems advisable. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

     5.02 Removal. The officers of the Corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board whenever in its judgment, the best interest of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointments of an officer shall not of itself create contract rights.

     5.03 Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

     5.04 Authority. Officers and agents shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws.

     5.05 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors upon written directions given to him pursuant to resolutions duly adopted by the Board of Directors.

     5.06 Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general and active management 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 preside at all meetings of the shareholders. He shall also preside at all meetings of the Board of Directors in the absence or disability of the Chairman of the Board.

     5.07 President. The President shall in the absence or disability of the Chief Executive Officer perform the duties and have the authority and exercise the powers of the Chief Executive

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Officer. He shall perform such other duties and have such other authority and powers as the Board of Directors or Chief Executive Officer may from time to time delegate or prescribe.

     5.08 Vice President. Vice Presidents, if any are elected, in the order of their seniority unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the .powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the Chief Executive Officer may from time to time delegate.

     5.09 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all of the proceedings of the meetings of the Board of Directors and of the shareholders in a minute 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 keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, 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 an Assistant Secretary or of the Treasurer, if one is elected.

     5.10 Treasurer. The Treasurer, if one is elected, shall be the Chief Financial Officer of the Company and shall:

     (a) Have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the Corporation, and 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;

     (b) 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 Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Chief Executive Officer or Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation;

     (c) If required by the Board of Directors, give the Corporation a bond of such type, character and amount as the Board of Directors may require; and

     (d) Perform such other duties and have such other authority and powers as the Board of Directors or Chief Executive Officer may from time to time prescribe or delegate.

     5.11 Assistant Secretary and Assistant Treasurer. In the absence of the Secretary or Treasurer, an Assistant Secretary or Treasurer, respectively, shall perform the duties of the Secretary or Treasurer. Assistant Treasurers may be required to give bond as in 5.09(c). The Assistant Secretaries and Assistant Treasurers, in general shall have such powers and perform such duties as the Treasurer or Secretary, respectively, or the Board of Directors or Chief Executive Officer may prescribe.

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ARTICLE VI

CERTIFICATES REPRESENTING SHARES

     6.01 Certificates. The shares of the Corporation shall be represented by certificates signed by the Chief Executive Officer of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. The signature of the Chief Executive Officer upon a certificate may be a facsimile 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. The certificates shall be consecutively numbered and shall be 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 and class of shares, and the par value of such shares or a statement that such shares are without par value.

     6.02 Payment, Issuance. Shares may be issued for such consideration, not less than the par value thereof, as may be fixed from time to time by the Board of Directors. The consideration for the payment of shares shall consist of money paid, labor done or property actually received. Shares may not be issued until the full amount of the consideration fixed therefore has been paid.

     6.03 Lost, Stolen or Destroyed 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, 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 such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, 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.

     6.04 Registration of Transfer. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. 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, a new certificate shall be issued to the person entitled thereto and.the old certificate canceled and the transaction recorded upon the books of the Corporation.

     6.05 Registered Owner. 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 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 State of Texas.

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ARTICLE VII

DIVIDENDS

     7.01 Declaration and Payment. Subject to statute and the Articles of Incorporation, dividends may be declared by the Board of Directors, in its discretion, at any regular or special meeting, pursuant to law and may be paid in cash, in property or in the Corporation’s own shares.

     7.02 Reserves. 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 for meeting contingencies, or for equalizing dividends, or for repair 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 VIII

INDEMNIFICATION

     8.01 Definitions. For purposes of this Article VIII only, the following terms are used as defined herein:

          (a) “Corporation” includes not only the Corporation as used throughout these Bylaws but also each and every predecessor entity of the Corporation.

          (b) “Director” means any person who is or was a Director of the Corporation and any person who, while a Director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

          (c) “Expenses” includes court costs and attorney’s fees.

          (d) “Official capacity,” when used with respect to a Director, means the office of Director in the Corporation, and when used with respect to a person other than a Director, means the elective or appointive office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation, provided, however, that the term “official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

          (e) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

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     8.02 Discretionary Indemnification of Officers and Directors. The Corporation may, upon compliance with all the terms and conditions of this Section 8.02, indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director or officer against penalties (including excise and similar taxes) fines, settlements and reasonable expenses actually incurred by such person in connection with such proceeding; provided, however, that if the proceeding was brought by or in behalf of the Corporation, such indemnification shall be limited to reasonable expenses actually incurred by such person in connection with the proceeding. Notwithstanding the foregoing, such person:

          (a) May not be indemnified for obligations resulting from a proceeding (i) in which such person is found liable on the basis that personal benefit was improperly received by such person, whether or not the benefit resulted an action taken in such person’s official capacity, or (ii) in which such person is found liable to the Corporation.

          (b) May not be indemnified for obligations resulting from a proceeding unless it is determined, in the manner provided in Section 8.02(c) below, that such person (i) conducted himself or herself in good faith, (ii) reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the Corporation’s best interests, and in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

          (c) May not be indemnified unless a determination of permissibility of indemnification hereunder is made by a majority vote of a quorum of the Board of Directors, consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; provided, however, that if such a quorum cannot be obtained, the determination shall be made by (i) a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all Directors, consisting solely of two or more Directors who at the time of the vote are not named defendants or respondents in the proceeding; or (ii) by special legal counsel selected by majority vote of a quorum of the Board of Directors or of a committee of the Board who at the time of the vote are not named defendants or respondents in the proceeding or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors; or (iii) by the shareholders in a vote that excludes the vote of shareholders who are named defendants or respondents in the proceeding.

          (d) May not be indemnified unless authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner specified in Section 8.02(c)(ii) above for the selection of special legal counsel.

     8.03 Required Indemnification of Officers and Directors. The Corporation shall indemnify an, officer or Director against reasonable expenses incurred by such person in connection with a proceeding in which such person is a named defendant or respondent because such person is or was an officer or Director of the Corporation if such person has been wholly

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successful, on the merits or otherwise, in the defense of the proceeding or if otherwise required pursuant to the Articles of Incorporation or statute.

     8.04 Expenses Advanced. Reasonable expenses incurred by an officer or Director of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding only if

          (a) the Corporation receives (i) a written affirmation by the officer or Director of such person’s good faith belief that he or she has met the standard of conduct necessary for indemnification under the provisions of Section 8.02(b) above, and (ii) a written undertaking by or on behalf of the officer or Director to repay the amount paid or reimbursed if it is ultimately determined that he or she has not met those requirements; and

          (b) a determination is made that the facts then known would not preclude indemnification under the provisions of Section 8.02 above.

     The written undertaking to repay set forth herein must be an unlimited general obligation of the officer or Director but need not be secured, and may be accepted without reference to the financial ability to make repayment. Determinations and authorizations of payments. hereunder must be made in the manner specified by Section 8.02(c) for determining that indemnification is permissible.

     8.05 Indemnification of Others. The Corporation shall indemnify and advance expenses to a person who is not or was not a Director or officer of the Corporation but who is or was an employee or agent of the Corporation or is or was servmg at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another entity to the same extent that it may indemnify and advance expenses to officers and directors under this Article VIII, subject to the same limitations applicable to indemnification of officers and directors. Further, the Corporation may indemnify and advance expenses to an officer or a person identified in the first sentence of this Section 8.05 and who is not a Director to such further extent, consistent with law, as may be provided by general or specific action of its Board of Directors, or by contract or as permitted or required by common law.

     8.06 Insurance. The Corporation may purchasee and maintain insurance on behalf of any person permitted to be indemnified under this Article VIII against any liability asserted against such person and incurred by him or her in the stated capacity or arising out of his or her status as such a person, whether or not the Corporation would have the power to indemnify such person against that liability under this Article VIII or governing law.

     8.07 Reports to Shareholders. Any indemnification of or advance of expenses to an officer or Director in accordance with this Article VIII shall be reported in writing to the shareholders with or before the notice of the next meeting of the shareholders and, in any case, within the 12 month period immediately following the date of any such indemnification or advance.

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     8.08 Other Protection. The protection and indemnification provided hereunder shall not be deemed to be exclusive of any other rights to which any person may be entitled by law, under any agreement, insurance policy, vote of the shareholders, or otherwise. Notwithstanding any other provision of this Article VIII, the Corporation may pay or reimburse expenses incurred by an officer or Director or any person that may be indemnified in Section 8.05 above in connection with his or her appearance as a witness or other participation in a proceeding at a time when such person is not a named defendant or respondent in the proceeding.

     8.09 Intent; Governing Law. Notwithstanding any other provision of this Article VIII, it is the intent that the Corporation shall, to the fullest extent that it is empowered to do so by the Texas Business Corporation Act or any other applicable laws as may from time to time be in effect, have the discretion to indemnify any of the persons identified in this Article VIII who was, is or is threatened to be made a party to any threatened, pending or completed proceeding, by reason of such person’s affiliation with the Corporation as stated in this Article VIII. In furtherance of such intent, if any provision of this Article VIII shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.

ARTICLE IX

GENERAL PROVISIONS

     9.01 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

     9.02 Seal. The Corporation may but need not have a corporate seal. The corporate seal, if adopted, shall be in such form as may be prescribed by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

     9.03 Minutes. 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 principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving names and addresses of all shareholders and the number and class of the shares held by each.

     9.04 Amendment. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors, subject to repeal or change by action of the shareholders, at any meeting of the Board of Directors at which a quorum is present, provided notice of the proposed alteration, amendment or repeal is contained in the notice of the meeting.

     9.05 Notice. Whenever under provisions of the Texas Business Corporation Act, 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 unless specifically required by such statute, Articles of Incorporation or Bylaws, but such notice may be given in writing and delivered personally, through the United States Mail, by a recognized delivery service (such as Federal Express) or by means of telegram, telex or facsimile transmission, addressed to such

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Director or shareholder, at his address or telex or transmission number, as the case may . be, as it appears on the records of the Corporation, with postage and fees thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be deposited in the United States Mail or with an express delivery service or when transmitted by confirmed telex or facsimile transmission or personally delivered, as the case may be. Whenever any notice is required to be given under the provisions of applicable statutes or of the Articles of Incorporation or of 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.

     The undersigned does hereby certify that the foregoing are Bylaws of the Corporation as adopted by the Corporation on November 14, 1995.

Dennis R. Latimer, Secretary

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EX-3.160 100 l18301aexv3w160.htm EXHIBIT 3.160

Exhibit 3.160

ARTICLES OF INCORPORATION

Honorable Roy Blunt
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do here by adopt the following Articles of Incorporation.

ARTICLE I

The name of the Corporation is UPWARD BOUND, INC.

ARTICLE II

     The address, including street and number of the corporation’s initial registered office in this state, is RR#3, Box 61, Bolivar, Missouri, 65613, Missouri, and the name of its initial registered agent at such address is Frank Follis, RR#3, Box 61, Bolivar, Missouri, 65613.

ARTICLE III

     The aggregate number of shares which the corporation shall have the authority to issue shall be 30,000, shares of common stock, all of such shares to have a par value of $1.00 each. Said shares shall not have any preferences, qualifications, limitations, restriction or special rights.

ARTICLE IV

     The pre-emptive rights of shareholders are not limited.

ARTICLE V

     The name and address of the incorporator of the corporation is Frank Follis, P.O. Box 610, Bolivar, Missouri 65613.

ARTICLE VI

     The number of directors to constitute the first Board of Directors is four. Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws. Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE VII

     The duration of the corporation is perpetual.

ARTICLE VIII

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX

     The corporation is formed for the following purposes:

     To purchase, lease or hire or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds of property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares in accordance with the provisions and limitations of Section 351.390 RSMo. 1969.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things, business, or

businesses in any manner connected therewith or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly, to promote the interest of the corporation or enhance the value or render profitable any of its property or rights or for the purpose of attaining or furthering any of its objects and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may be exercised by law, either by or through principals, agents, attorneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world, and in addition, to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation.

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this ___day of                      ,1988.

     /s/ Frank Follis

Frank Follis

EX-3.161 101 l18301aexv3w161.htm EXHIBIT 3.161

Exhibit 3.161

BY-LAWS

OF

UPWARD BOUND, INC.

ARTICLE I

Offices

     The principal office of. the corporation in the State of Missouri shall be located in Bolivar, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State. of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day

designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

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 Missouri, 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. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or reconversion or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchangee of shares shall be effective, as the record date for the determination of

shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the

number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the corporation, shall be four, each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an^. additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more. of the directors, a majority of the survivors or remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and

perform such duties in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

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 interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by

custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, 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 general charge of the stock transfer books of the corporation; (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 by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers

and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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, 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, Treasurer or an Assistant Secretary or Treasurer, 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 the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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 first day of January in each year and end on the last day of December in each year.

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 words, “Corporate Seal,

Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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 Against

Liabilities And Expenses In Actions

Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve;

provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall

not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any bylaws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Marilyn Follis	/s/ Frank Follis
MARILYN FOLLIS	FRANK FOLLIS
/s/ Jack Baker	/s/ Susie Baker
JACK BAKER	SUSIE BAKER

EX-3.162 102 l18301aexv3w162.htm EXHIBIT 3.162

Exhibit 3.162

AMENDED ARTICLES OF INCORPORATION

OF

VOCA CORP.

     I. The name of the Corporation shall be “Voca Corp.”

     II. The principal office of the Corporation in the State of Ohio is to be located at 1350 W. Fifth Avenue, Suite 214 in the City of Columbus, Franklin County.

     III. The purpose for which the Corporation is formed is to engage in any lawful act of activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

     IV. The number of shares which the Corporation is authorized to have outstanding is 6000, all of which shall be voting common shares without par value.

     V. The amount of stated capital with which the Corporation will begin business is $500.00.

     VI. No holders of any class of shares of the Corporation shall have any pre-emptive right to purchase or have offered to them for purchase any shares or other securities of the Corporation.

     VII. The Corporation may from time to time, pursuant to authorization by the Board of Directors and without action by the shareholders, purchase or otherwise acquire shares of the Corporation of any class or classes in such manner, upon such terms and in such amounts as the Board of Directors shall determine; subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question.

     VIII. Notwithstanding any provision of the Ohio Revised Code now or hereafter in force requiring for any purpose the vote, consent, waiver or release of the holders of shares entitling them to exercise two-thirds, or any other proportion, of the voting power of the Corporation or of any class or classes of shares thereof, such action, unless otherwise expressly required by statute or by these Articles, may be taken by the vote, consent, waiver or release of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes.

     IX. The annual meeting of shareholders shall be held at 11 o’clock a.m. on the second Tuesday in January, if not a legal holiday, and if a legal holiday, on the next day not a legal holiday, or at such other times as may be fixed by the Board of Directors.

     X. The Code of Regulations of the Corporation shall be adopted and may be amended by the affirmative vote or the written consent of the shareholders of record entitled to exercise a majority of the voting power on such proposal.

     XI. Any and every statute of the State of Ohio hereafter enacted, whereby the rights, powers or privileges of corporations or of the shareholders of corporations organized under the laws of the State of Ohio are increased or diminished or in any way affected, or whereby effect is given to the action taken by any number, less than all, of the shareholders of any such corporation, shall apply to the Corporation and shall be binding not only upon the Corporation but upon every shareholder of the Corporation to the same extent as if such statute had been in force at the date of filing these Articles of Incorporation in the office of the Secretary of State of Ohio.

     XII. These Amended Articles of Incorporation supersede the Articles of Incorporation of the Corporation previously in effect.

     XIII. Indemnification and Limitation of Liability:

     Section 1. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, itself, create a presumption that the person did not act 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 matter the subject of a criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

     Section 2. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, the Corporation shall indemnify such person against expenses, including attorney’s 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 indemnifications shall be made in respect of any of the following: (i) any claim, issue, or matter as to which such person is adjudged to be liable for misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas, or the court in which such action or suit was brought, determines 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 as the court of

common pleas or such other court shall deem proper; or (ii) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.

     Section 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article XIII, or in defense of any claim, issue, or matter therein, the Corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

     Section 4. Any indemnification under Sections 1 and 2 of this Article XIII, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article XIII. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified within the past five (5) years, (iii) by the shareholders, or (iv) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under clause (i) of this Section 4 or by independent legal counsel under clause (ii) of this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the Corporation referred to in Section 2 of this Article XIII. and within ten (10) days after the receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was . rout .t to review the reasonableness of such determination.

     Section 5. (a) Unless the only liability asserted against a director in an action. suit, or proceeding referred to in Sections I and 2 of this Article XIII is pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including attorneys’ fees, incurred by a director in defending the action, suit, or proceeding, shall be paid by the Corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (A) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; and (B) reasonably cooperate with the Corporation concerning the action, suit or proceeding.

     (b) Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of this Article XIII may be paid by the Corporation as they are incurred in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or

agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the Corporation.

     Section 6. Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the Corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the Corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the Corporation; provided, however, that, unless all directors are interested, the interested directors shall not participate and a quorum shall be one-third of the disinterested directors.

     Section 7. The indemnification authorized by this Article XIII shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or 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, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     Section 8. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds. letters of credit or sell insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign. nonprofit or for profit, partnership, joint venture, trust or other enterprise, against arty 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 indemnified him against such liability under this Article XIII. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

     Section 9. The authority of the Corporation to indemnify persons pursuant to Sections 1 and 2 of this Article XII does no: limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that r; .ay be provided pursuant to Sections 5, 6,7 and 8 of this Article XIII. Sections 1 and 2 of this Article XIII do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6, 7 and 8 of this Article XIII.

Section 10. (a) No person shall be found to have violated his duties to the Corporation as a director of the Corporation in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the Corporation; (ii) a termination or potential termination of his service to the Corporation as a director, or (iii) his service in any other position or relationship with the Corporation), unless it is

proved by clear and convincing evidence that the director has not acted: (i) in good faith; (ii) in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; or (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, nothing contained in this paragraph (a) limits the relief available under Section 1701.60 of the Ohio Revised Code.

     (b) In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the Corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the directors upon which he does not serve, duly established in accordance with the provisions of the Corporation’s Regulations, as to matters within its deli, noted authority, which committee the director reasonably believes to merit confidence.

     (c) A director in determining what he reasonably believes to he in the best interests of the Corporation shall consider the interests of the Corporation’s shareholders and, in his discretion, may consider (i) the interests of the Corporation’s employees, suppliers, creditors and customers (ii) the economy of the state and nation: (iii) community and societal considerations; and (iv) the long-term as well as short-term interests of the Corporation and its shareholders, including the ^-possibility that these interests may be best served by the continued independence of the Corporation.

     (d) A director shall be liable in damages for any action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.60 of the Ohio Revised Code.

     Section 11. As used in Article XIII. references to the Corporation include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is of was a director, officer, employee or agent of such constituent corporation, or is or Was serving at the request of such a constituent corporation as a director, -trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article Xl1I with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. As used in Article XIII, w’rds of the masculine gender shall include the feminine gender.

     XIV. There shall be no cumulative voting rights with respect to shares of the Corporation’s Common Stock, with no par value per share.

EX-3.163 103 l18301aexv3w163.htm EXHIBIT 3.163

Exhibit 3.163

AMENDED
CODE OF REGULATIONS

OF

VOCA CORP.

ARTICLE I

SHAREHOLDERS’ MEETINGS

     Section 1. Annual Meeting

     The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings

     Special meetings of shareholders may be called by the Chairman of the Board or the President or a Vice President, or by the Directors by action at a meeting, or by a majority of the Directors acting without a meeting, or by the person or persons who hold not less than twenty-five per cent of all shares outstanding and entitled to be voted on any proposal to be submitted at said meeting.

     Upon request in writing delivered either in person or by registered mail to the President or Secretary by any person or persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given, to the shareholders entitled thereto, notice of a meeting to be held not less than seven nor more than sixty days after the receipt of such request, as such officer shall fix. If such notice is not given within twenty days after the delivery or mailing of such request, the person or persons calling the meeting may fix the time of the meeting and give, or cause to be given, notice in the manner hereinafter provided.

     Section 3. Place of Meetings

     Any meeting of shareholders may be held either at the principal office of the Corporation or at such other place within or without the State of Ohio as may be designated in the notice of said meeting.

     Section 4. Notice of Meetings

     Not more than sixty days nor less than seven days before the date fixed for a meeting of shareholders, whether annual or special, written notice of the time, place and purposes of

such meeting shall be given by or at the direction of the President, a Vice President—, the Secretary or an Assistant Secretary. Such notice shall be given either by personal delivery or by mail to each shareholder of record entitled to notice of such meeting. If such notice is mailed, it shall be addressed to the shareholders at their respective addresses as they appear on the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

     Section 5. Shareholders Entitled to Notice and to Vote

     If a record date shall not be fixed pursuant to statutory authority, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the. close of business on the date next preceding the date on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

     Section 6. Inspectors of Election — List of Shareholders

     Inspectors of Election, may be appointed to act at any meeting of shareholders in accordance with statute.

     At any meeting of shareholders, an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date who are entitled to vote, showing their respective addresses and the number and classes of shares held by each, shall be produced on the request of any shareholder.

     Section 7. Quorum

     To constitute a quorum at any meeting of shareholders, there shall be present in person or by proxy shareholders of record entitled to exercise not less than a majority of the voting power of the Corporation in respect of any one of the purposes for which the meeting is called.

     The holders of a majority of the voting power represented in person or by proxy at a meeting of shareholders, whether or not a quorum be present, may adjourn the meeting from time to. time.

     Section 8. Voting

     In all cases, except where otherwise by statute or the Articles or the Regulations provided, a majority of the votes cast shall control.

     Cumulative voting in the election of Directors shall be permitted as provided by statute.

     Section 9. Reports to Shareholders

     At the annual meeting, or the meeting held in lieu thereof, the officers of the Corporation shall lay before the shareholders a financial statement as required by statute.

     Section 10. Action Without a Meeting

     Any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting with the affirmative vote or. approval of, and in a writing or writing signed by, all of the shareholders who would be entitled to notice of a meeting for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.

ARTICLE II

DIRECTORS

     Section 1. Election, Number and Term of Office

     The Directors shall be elected at the annual meeting of shareholders, or if not so elected, at a special meeting of shareholders called for that purpose, and each Director shall hold office until the date fixed by these Regulations for the next succeeding annual meeting of shareholders and until his successor is elected, or until his earlier resignation, removal from office, or death. At any meeting of shareholders at which Directors are to be elected, only persons nominated as candidates shall be eligible for election.

     The number of Directors, which shall not be less than three (unless all of the shares of the Corporation are owned of record by one or two shareholders in which case the number of Directors may be less than three but not less than the number of shareholders), may be fixed or changed at a meeting of the shareholders called for the purpose of electing Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on-such proposal. In case the shareholders at any meeting for the election of Directors shall fail to fix the number of Directors to be elected, the number elected shall be deemed to be the number of Directors so fixed.

     Section 2. Meetings

     Regular meetings of the Directors shall be held immediately after the annual meeting of shareholders and at such other times and places as may be fixed by the Directors, and such meetings may be held without further notice.

     Special meetings of the Directors may be called by the Chairman of the Board or by the President or by a Vice President or by the Secretary of the Corporation, or by not less than one-third of the Directors. Notice of the time and place of a special meeting shall be served upon or telephoned to each Director at least twenty-four hours, or mailed, telegraphed or cabled to each Director at least forty-eight hours, prior to the time of the meeting.

     Section 3. Quorum

     A majority of the number of Directors then in office (but in no event more than ___) shall be necessary to constitute a quorum for the transaction of business, but if at any meeting of the Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall attend.

     Section 4. Action Without a Meeting

     Any action which may be authorized or taken at a meeting of the Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

     Section 5. Committees

     The Directors may from time to time create a committee or committees of Directors to act in the intervals between meetings of the Directors and may delegate to such committee or committees any of the authority of the Directors other than that of filling vacancies among the Directors or in any committee of the Directors. No committee shall consist of less than three Directors. The Directors may appoint one or more Directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of such committee.

     In particular, the Directors may create and define the powers and duties of an Executive Committee. Except as above .provided and except to the extent that its powers are limited by the Directors, the Executive Committee during the intervals between meetings of the Directors shall possess and may exercise, subject to the control and direction of the Directors, all of the powers of the Directors in the management and control of the business of the Corporation, regardless of whether such powers are specifically conferred by these Regulations. All action taken by the Executive Committee shall be reported to the Directors at their first meeting thereafter.

     Unless otherwise ordered by the Directors, a majority of the members of any committee appointed by the Directors pursuant to this section shall constitute a quorum at any meeting thereof, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing or writings signed by all of its members. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Directors, and shall keep a written record of all action taken by it.

ARTICLE III

OFFICERS

     Section 1. Officers

     The Corporation may have a Chairman of the Board (who shall be a Director) and shall have a President, a Secretary and a Treasurer. The Corporation may also have one or more Vice Presidents and such other officers and assistant officers as the Directors may deem necessary. All of the officers and assistant officers shall be elected by the Directors.

     Section 2. Authority and Duties of Officers

     The officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE IV

INDEMNIFICATION AND INSURANCE

     Section 1. Indemnification

     The Corporation shall indemnify; to the full extent then permitted by law, 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 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, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise; provided, however, that the Corporation shall indemnify any such agent (as opposed to any Director,. officer or employee) of this Corporation to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the articles of incorporation or any agreement, vote of shareholders or of disinterested Directors or otherwise, both as to action in official capacities and as to action in another capacity while he is a Director, officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a Director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     Section 2. Insurance

     The Corporation may, to the full extent then permitted by law and authorized by the Directors, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article IV against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

ARTICLE V

MISCELLANEOUS

     Section 1. Transfer and Registration of Certificates

     The Directors shall have authority to make such rules and regulations as they deem expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby and may appoint transfer agents and registrars thereof.

     Section 2. Substituted Certificates

     Any person claiming a certificate for shares to have been lost, stolen or destroyed shall make an affidavit or affirmation of that fact, shall give the Corporation and its registrar or registrars and its transfer agent or agents a bond of indemnity satisfactory to the Directors or to the Executive Committee or to the President or a Vice President and the Secretary or the Treasurer, and, if required by the Directors or the Executive Committee or such officers, shall advertise the same in such manner as may be required, whereupon a new certificate may be executed and delivered of the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

     Section 3. Voting Upon Shares Held by the Corporation

     Unless otherwise ordered by the Directors, any officer or assistant officer of the Corporation in person or by proxy or proxies appointed by him shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any shares issued by other corporations which the Corporation may own.

     Section 4. Articles to Govern

     In case any provision of these Regulations shall be inconsistent with the Articles, the Articles shall govern.

     Section 5. Amendments

     These Regulations may be amended by the affirmative vote or the written consent of the shareholders of record entitled to exercise a majority of the voting power on such proposal, provided, however, that if an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption thereof.

EX-3.164 104 l18301aexv3w164.htm EXHIBIT 3.164

Exhibit 3.164

ARTICLES OF INCORPORATION

OF

VOCA CORPORATION OF AMERICA

     The undersigned, desiring to form a corporation for profit under Chapter 1701 of the Ohio Revised Code, does hereby certify:

     FIRST: The name of the corporation shall be VOCA Corporation of America.

     SECOND: The place in Ohio where the principal office of the corporation is to be located is in the City of Dublin, County of Franklin.

     THIRD: The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 of Ohio Revised Code.

     FOURTH: The authorized number of shares of the corporation shall be one thousand (1,000), all of which shall be common shares, each without par value.

     FIFTH: The directors of the corporation shall have the power to cause the corporation from time to time and at any time to purchase, hold, sell, transfer or otherwise deal with (A) shares of any class or series issued by it, (B) any security or other obligation of the corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the articles of the corporation, and (C) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the articles of the corporation. The corporation shall have the right to repurchase, if, and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the corporation. The authority granted in this Article Fifth of these articles shall not limit the plenary authority of the directors to purchase,

hold, sell, transfer,. or otherwise deal with shares of any class or series, securities, or other obligations issued by the corporation- or authorized by its articles.

     SIXTH: No shareholder of the corporation shall have, as a matter of right, the pre-emptive right to purchase or subscribe for shares of any class, now or hereafter authorized, or to purchase or subscribe for securities or other obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any share.

EX-3.165 105 l18301aexv3w165.htm EXHIBIT 3.165

Exhibit 3.165

CODE OF REGULATIONS

OF

VOCA CORPORATION OF AMERICA

ARTICLE 1

SHAREHOLDERS

     SECTION 1.1. Annual Meeting.

     An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2. Special Meeting._

     A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least seven (7) and not more than sixty (60) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Ohio as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notice or waivers of notice thereof.

     SECTION 1.4. Notice of Meetings.

     Every shareholder shall furnish the secretary of the corporation with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall

not be given less than seven (7) days before nor more than sixty (60) days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meeting of shareholders in accordance with Section 1.12.

     Every notice of a shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjournment meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

1)

2)

3) Roll call;

Appointment of inspectors of election, if requested;

Proof of notice of meeting or waiver thereof;

A QUORUM BEING PRESENT:

4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6) 7) 8) 9) 10)	Report of officers, if any; Reports of committees, if any; Election of directors, if any; Unfinished business, if any; and New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9. Cumulative Votinq.

     If notice in writing shall be given by a shareholder to the president, a vice president or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as is determined by multiplying the number of directors to be elected by the number of votes to which such shareholder is entitled, or to distribute such number of votes on the same principle among two or more candidates, as he sees fit.

     SECTION 1.10. Proxies.

     Any shareholder who is entitled to attend a shareholders’ ^-meeting or to vote thereat, or to assent or to give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of existing law or any

future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

     SECTION 1.11. Fixing Record Date.

     The board of directors may fix in advance a date, not earlier than the date upon which such date is fixed and not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.12. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.13. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of the State of Ohio, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

BOARD OF DIRECTORS

     SECTION 2.1. General Powers of Board.

     The powers of the corporation shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the board of directors, except as otherwise provided by the laws of the State of Ohio, the articles or these regulations.

SECTION 2.2. Number and Qualifications.

     The number of directors, none of whom need be shareholders of the corporation, shall not be fewer than three (3) nor more than seven (7); provided, however, that if the corporation at any

time has less than three (3) shareholders, the number of directors shall equal the number of shareholders. The number of directors may be from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors, by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At all elections of directors the candidates receiving the greatest number of votes shall be elected.

SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed or dies, each director shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8. Bylaws.

     The Board of Directors may adopt bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meeting and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of

the law, the articles or these regulations.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business.

     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. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10. Removal of Directors.

     Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of the State of Ohio the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE 3

OFFICERS

     SECTION 3.1. Number and Titles.

     The officers of the corporation shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof. No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made

to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the corporation shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the corporation shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned, is removed or dies. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3. Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the corporation may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5 Resignations.

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein.

Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filed in the manner prescribed for regular appointments of elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the corporation may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8, subject to the control of the board of directors. The president shall superintend and manage the business of the corporation, coordinate and supervise the employees, fix the compensation of, discipline and discharge its personnel, employ agents, professional advisers and consultants and perform all functions of a general manager of the corporation’s business. He or she may sign certificates for shares in the corporation. He or she may sign, execute and deliver in the name of the corporation all deeds, mortgages, bonds, contracts and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the corporation to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or

collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of the directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the corporation; receive and give receipts for amounts payable to the corporation from any sources whatsoever; deposit all monies in the name of the corporation in such depositories pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositories of the corporation signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept; at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transaction of the corporation and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the corporation and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

     SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13. The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders and the board of directors in one or more books provided for that purpose;
(b)	See that all notices are duly given in accordance with these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the corporation and see that the seal is affixed to all certificates for shares before they are issued and
	to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the corporation and of the records thereof. Such records shall reflect the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each become the holder thereof;
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificate at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.12 above, certified by the officer or agent in charge of the transfer of shares;
(h)	Sign (or see that the treasurer or other proper officer of the corporation authorized by the board of directors signs) with the president or vice president, certificates for shares in the corporation;
(i)	See that. the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, the president or the board of directors may designate.

ARTICLE 4

SHARES AND THEIR TRANSFER

     SECTION 4.1. Certificate for Shares.

     Every owner of one or more shares in the corporation shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the corporation owned by him or her. The certificate of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the corporation by the chairman of the board or the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the corporation shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate 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 certificates until such existing certificates shall have been so canceled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the corporation shall be made only on the books of the corporation by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the corporation or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the corporation shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3. Rules.

     The board of directors may make such rules and regulations as it may deem expedient, not-inconsistent with law, the articles or these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules to be effective shall be incorporated in these regulations. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced or mutilated but it is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it canceled and a new certificate issued in its place. The holder of any shares shall immediately notify the corporation if a certificate shall be lost, destroyed, or mutilated beyond recognition and the corporation may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the corporation a bond with such surety or sureties and in such sum as it shall direct, to indemnify the corporation and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the. laws of the State of Ohio.

ARTICLE 5

INDEMNIFICATION AND INSURANCE

     SECTION 5.1. Indemnification.

     The corporation shall indemnify any officer or director of the corporation 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, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys fees, filing fees, court reporter’s fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if his act or omission giving rise to any claim for indemnification under this Section 5.1 was not occasioned by his intent to cause injury to the corporation or by his reckless disregard for the best interests of the corporation, and in respect of any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. It shall be presumed that no act or omission of a person claiming indemnification under this Section 5.1 that gives rise to such claim was occasioned by an intent to cause injury to the corporation or by a reckless disregard for the best interests of the corporation and, in respect of any criminal matter, that such person had no reasonable cause to believe his conduct was unlawful; the presumption recited in this Section 5.1 can be rebutted only by clear and convincing evidence, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.

     SECTION 5.2. Court-Approved Indemnification.

     Anything contained in these regulations or elsewhere to the contrary notwithstanding:

     (A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted 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, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for an act or omission occasioned by his deliberate intent to cause injury to the corporation or by his reckless disregard for the best interests of the corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and

     (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.2.

     SECTION 5.3. Indemnification for Expenses.

     Anything contained in these regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him in connection therewith.

     SECTION 5.4. Determination Required.

     Any indemnification required under Section 5.1 and not precluded under Section 5.2 shall be made by the corporation only upon a determination that such indemnification is proper in the circumstances because the officer or director has met the applicable standard of conduct set forth in Section 5.1. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.4 at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have

been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.4); and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.4 shall be evidence in rebuttal of the presumption recited in Section 5.1. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.4 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in thee right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

     SECTION 5.5. Advances for Expenses.

     The provisions of Section 1701.13(E).(5)(a) of the Ohio Revised Code do not apply to the corporation. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.1 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, his relevant action or failure to act was occasioned by his deliberate intent to cause injury to the corporation or his reckless disregard for the best interests of the corporation, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the circumstances, he is fairly and reasonably entitled to all or part of such indemnification.

     SECTION 5.6. Article 5. Not Exclusive.

     The indemnification provided by this Article 5 shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the articles, these regulations, any agreement, a vote of 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 an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     SECTION 5.7. Insurance.

     The corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of

any person who is or was a director, officer, employee, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, 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 obligation or the power to indemnify him against such liability under the provisions of this Article 5. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     SECTION 5.8. Certain Definitions.

     For purposes of this Article 5, and as an example and not by way of limitation: (A) A person claiming indemnification under this Article 5 shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him) and (B) References to an “other enterprise” shall include employee tax benefit plans; references to a “fine” 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, 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.

     SECTION 5.9. Venue.

     Any action, suit or proceeding to determine a claim for, or for repayment to the corporation of, indemnification under this Article 5 may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Franklin County, Ohio. The corporation and (by claiming or accepting such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any such action, suit or proceeding.

ARTICLE 6

EXAMINATION OF BOOKS BY SHAREHOLDERS

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts and documents of the corporation shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in these regulations. No shareholder shall be denied any right to inspect any book record, account or document of the corporation. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall

at all times during usual hours of business be open to examination of every shareholder at the principal office or place of business of the corporation.

ARTICLE 7

DIVIDENDS, SURPLUS, ETC.

     The board of directors may declare dividends on the shares of the corporation whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the corporation render advisable. Dividends may be declared subject to the provisions of the articles and of these regulations and to the extent and as permitted by law.

     The board of directors at any time may cause the corporation to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the corporation unless such dividend or purchase or acquisition will not breach any contract or covenants of the corporation and it is reasonably believed that after such dividend or purchase or acquisition will not cause the assets of the corporation to be less than its liabilities plus stated capital. The corporation shall not speculate in its own shares or in the shares of any affiliated corporation.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the corporation’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the corporation. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 7, shall be deemed to have been so set aside by the board of directors for one or more said purposes.

ARTICLE 8

SEAL

     The board of directors may provide a corporate seal, which shall bear the full name of the corporation.

ARTICLE 9

AMENDMENT OF REGULATIONS

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without .a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

EX-3.166 106 l18301aexv3w166.htm EXHIBIT 3.166

Exhibit 3.166

ARTICLES OF INCORPORATION

VOCA CORPORATION OF FLORIDA

     The undersigned incorporator, for the purposes of forming a corporation under the Florida Business Corporation Act, hereby adopts the following Articles of Incorporation.

ARTICLE I — NAME

     The name of the corporation shall be VOCA Corporation of Florida.

ARTICLE II — PRINCIPAL OFFICE

     The principal place of business and mailing address of this corporation shall be 5555 Parkcenter Circle, Suite 200, Dublin, Ohio 43017.

ARTICLE III — SHARES

     The number of shares of stock that this corporation is authorized to have outstanding at anyone time is 1000.

ARTICLE IV — INITIAL REGISTERED AGENT & ADDRESS

     The name and address of the initial registered agent is:

HIQ Corporate Services, Inc.

526 East Park Avenue,

Suite 200 Tallahassee,

Florida
32301

ARTICLE V — PURPOSE

     The purpose or purposes for which the corporation is formed are to engage in any lawful act or activity for which a corporation may be formed under Chapter 607 of the Florida statutes.

ARTICLE VI — INCORPORATOR

     The name and street address of the incorporator to these Articles of Incorporation is:

Anne M. Sturtz

5555 Parkcenter Circle, Suite 200

Dublin, Ohio 43017

     The undersigned incorporator has executed these Articles of Incorporation this 8^th day of April, 1997.

/s/ Anne M. Sturtz

Anne M. Sturtz

EX-3.167 107 l18301aexv3w167.htm EXHIBIT 3.167

Exhibit 3.167

BY-LAWS

OF

VOCA CORPORATION OF FLORIDA

ARTICLE I

SHAREHOLDERS

     SECTION 1.1. Annual Meeting. An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2. Special Meeting. A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of the meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least fourteen (14) and not more than sixty-five (65) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Florida, as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notices or waivers of notice thereof.

     SECTION 1.4. Notice of Meetings.

     Every shareholder shall furnish the secretary of the corporation with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than seven (7) days before nor more than sixty (60) days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by

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mail, postage prepaid at the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meetings of shareholders in accordance with Section 1.12.

     Every notice of a special shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder,, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

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1)

2)

3) Roll call;

Appointment of inspectors of election, if requested;

Proof of notice of meeting or waiver thereof,

A QUORUM BEING PRESENT:

4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6)	Report of officers, if any;
7)	Reports of committees, if any;
8)	Election of directors, if any;
9)	Unfinished business, if any; and
10)	New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

SECTION 1.9. Voting.

     Each holder of a share or shares of the class or classes, entitled to vote by law or the articles of incorporation shall be entitled to vote in person or by proxy for each such share registered in his or her name on the books of the corporation. As provided in Section 1.11 of this Article, a record date for determining which shareholders are entitled to vote at any meeting may be fixed.

     Shares of its own stock belonging to the corporation shall not be voted directly or indirectly. Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. A shareholder whose voting shares are pledged shall be entitled to vote the shares standing in his or her name on the books of the corporation.

     Upon a demand for a share vote upon any question by any shareholder present in person or by proxy at any meeting and entitled to vote thereat, such share vote shall be by ballot. Each ballot shall be signed by the shareholder voting or in his or her name by proxy if there be such proxy, and shall state the number of shares voted by him or her. Otherwise, share votes shall be made orally.

     SECTION 1.10 Proxies

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent to or give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically

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provided, actions taken by proxy or proxies shall be governed by the provisions of existing law or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

     SECTION 1.11 Fixing Record. Date.

     The board of directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend. or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.12. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of the shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.13. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of Florida, the articles or these regulations maybe taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

Board of Directors

     SECTION 2.1 General Powers of Board.

     The powers of the corporation shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the board of directors, except as otherwise provided by the law of Florida, the articles or these regulations.

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     SECTION 2.2 Number and Qualifications.

     The number of directors, none of whom need be shareholders of the corporation, shall not be fewer than three (3) nor more than seven (7); provided, however, that if the corporation at any time has less than three (3)shareholders, the number of directors may be less than three (3) but not less than the number of shareholders. The precise number of directors may be fixed and from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall-have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors, by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At each meeting of the shareholders for the election of directors at which a quorum is present, those persons constituting a majority of the number of directors to be elected receiving the greatest number of common share votes, and those other persons receiving the greatest number of total votes shall be the directors.

     SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed, dies or is adjudged mentally incompetent, each directors shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein, or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the

5

     whole authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8. Bylaws.

     The Board of Directors may adopt bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meetings and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of these by-laws.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the board of directors. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10 Removal of Directors.

     Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11 Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of Florida, the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE E 3

Officers

SECTION 3.1. Number and Titles.

     The officers of the corporation shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its. discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

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Any person may hold two or more offices and perform the duties thereof No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the corporation shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the corporation shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and. Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned or is removed. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3. Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the corporation may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

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     SECTION 3.5. Resignations.

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the corporation may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8. subject to the control of the board of directors. The president shall superintend and manage the business of the corporation; coordinate and supervise the employees; fix the compensation of, discipline and discharge its personnel; employ agents, professional advisers and consultants; and perform all functions of a general manager of the corporation’s business. He or she may sign certificates for shares in the corporation. He or she may sign, execute, and deliver in the name of the corporation all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the corporation to be fixed to any instrument.

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He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the corporation; receive and give receipts for amounts payable to the corporation from any sources whatsoever; deposit all monies in the name of the corporation in such depositaries pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositaries of the corporation signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transactions of the corporation and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the corporation and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and
(e)	Present to the shareholders at each annual meeting or the meeting held in lieu of it, the financial statements of the corporation and furnish copies of the statements to the shareholders.

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

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     SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13 The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders 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 these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the corporation and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the corporation and of the records thereof. Such records shall reflect the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each became the holder thereof,
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificates at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.12 above, certified by the officer or agent in charge of the transfer of shares;
(h)	Sign (or see that the treasurer or other proper officer of the corporation authorized by the board of directors signs) with the president or vice president, certificates for shares in the corporation;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

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(j) In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, by the president or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, president or the board of directors may designate.

ARTICLE 4

Shares and Their Transfer

     SECTION 4.1. Certificates for Shares.

     Every owner of one or more shares in the corporation shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the corporation owned by him or her. The certificates of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the corporation by the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the corporation shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate 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 certificates until such existing certificates shall have been so cancelled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the corporation shall be made only on the books of the corporation by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the corporation or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the corporation shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3. Regulations.

     The board of directors may make such rules and regulations as it may deem expedient, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules and regulations to be effective shall be incorporated in the Bylaws. It

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may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced, or mutilated but is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it cancelled and a new certificate issued in its place. The holder of any shares shall immediately notify the corporation if a certificate shall be lost, destroyed, or mutilated beyond recognition and the corporation may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the corporation a bond with such surety or sureties and in such sum as it shall direct, to indemnify the corporation and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of Florida.

ARTICLE 5

Examination of Books by Shareholders

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts, and documents of the corporation shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in the Bylaws. No shareholder .shall be denied any right to inspect any book record, account or document of the corporation. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours for business be open to examination of every shareholder at the principal office or place of business of the corporation.

ARTICLE 6

Dividends, Surplus, Etc..

     The board of directors may declare dividends on the shares in the corporation whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the corporation render advisable. Dividends may be declared subject to the provisions of the articles of incorporation and of these regulations and to the extent and as permitted by law.

     The board of directors at any time may cause the corporation to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes, or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or

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purchase or acquire .any shares of the corporation unless such dividend or purchase or acquisition will not breach any contract or covenants of the corporation and it is reasonably believed that after such dividend or purchase or acquisition, the corporation will be able to pay its obligations as they become due in the usual course of its affairs, and such dividend or purchase or acquisition will not cause the assets of the corporation to be less than its liabilities plus stated capital. The corporation shall not speculate in its own shares or in the shares of any affiliated corporation.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the corporation’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the corporation. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 6, shall be deemed to have been so set aside by the board of directors for one or more of said purposes.

ARTICLE 7

Seal

     The board of directors may provide a corporate seal, which shall bear the full name of the corporation.

ARTICLE 8

Amendment of Regulations

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

ARTICLE 9

Indemnification and Limitation of Liability

     SECTION 9.1. Indemnification.

     The corporation shall indemnify officers, directors, employees and agents who are made party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, due to the fact that the person was or is serving as an officer, director, employee or agent, pursuant to the provisions of Section 607.0850 of the Florida Statutes.

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     SECTION 9.2. The corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 indemnified him against such liability under this Article 9. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     SECTION 9.3. As used in Article 9, references to the corporation include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is serving at the request of such a constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article 9 with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. As used in Article 9, words of the masculine gender shall include the feminine gender.

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EX-3.168 108 l18301aexv3w168.htm EXHIBIT 3.168

Exhibit 3.168

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

     To Whom These Presents Come, Greeting:

     WHEREAS, there has been presented to me at this office, Articles of Amendment for:

RMS OF INDIANA, INC.

     and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

      The name of the corporation is amended as follows:

VOCA CORPORATION OF INDIANA

     NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

     The effective date of these Articles of Amendment is December 29, 1997.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twenty-ninth day of December  , 1997.

________
Deputy

EX-3.169 109 l18301aexv3w169.htm EXHIBIT 3.169

Exhibit 3.169

VOCA CORPORATION OF INDIANA

Indianapolis, Indiana
September 21, 1993

CODE OF REGULATIONS

     1. OFFICES AND CORPORATE SEAL

     1.1 Principal Office. The corporation shall maintain a principal office in Indianapolis, Indiana. For purposes of this Code of Regulations, the principal office shall be 6919 East 10th Street, Suite E, Indianapolis, Indiana.

     1.2 Other Offices. The corporation may also maintain offices at such other place or places, either within or without the State of Indiana, as may be designated from time to time by the Board of Directors, and the business of the corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

     1.3 Seal. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the corporation.

     2. SHAREHOLDERS

     2.1 Shareholders’ Meetings. All meetings of shareholders shall be held at such place as may be fixed from time to time by the Board of Directors, or in the absence of direction by the Board of Directors, by the President of the Board of Directors of the corporation, or upon written request of the holders of at least fifty percent (50%) of the corporation’s outstanding shares, either within or without the State of Indiana, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     2.2 Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     2.3 Notice of Annual Meetings. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) or more then fifty (50) days before the date of the meeting. Shareholders entitled to vote at the meeting shall be determined as of four (4) o’clock in the afternoon on the day before notice of the meeting is sent.

     2.4 List of Shareholders. The officer who has charge of the stock ledger of the corporate shall prepare and make, at least ten (10) days before every meeting of the shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address 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 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 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 present. The up to date Share Journal of the corporation may be used to comply with this paragraph.

     2.5 Special Meetings of Shareholders. Special meetings of the shareholders, for any purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may 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 shareholders owning a majority in amount of the entire capital stock of the corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

     2.6. Notice of Special Meetings. 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 fifty (50) days before the date of the meeting to each shareholder of record entitled to vote at such meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. Shareholders entitled to vote at the meeting shall be determined as of four (4) o’clock in the afternoon on the day before notice of the meeting is sent.

     2.7 Quorum and Adjournment. The holders of a majority of shares issued, outstanding, and entitled to vote at the meeting, present in person, by telephone, or represented 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 entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the

meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, 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 (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 shareholder of record entitled to vote at the meeting.

     2.8 Majority Required. When a quorum is present at any meeting either in person or by telephone, the vote of the holders of a majority of the voting power present, whether 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 Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

     2.9 Voting. At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period.

     2.10 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of 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, shall be signed by the holders of all of the outstanding shares entitled to vote with respect to the subject matter of the action.

     2.11 Waiver of Notice. Attendance of shareholder at a meeting shall constitute waiver of notice of such meeting, except when such attendance at the meeting is for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any shareholder may waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before or after the time of the meeting.

     3. DIRECTORS

     3.1 Number of Directors. The number of Directors which shall constitute the whole board shall be set by the shareholders from time to time, but requiring a minimum of three directors. The Directors shall be elected at the annual meeting of the shareholders, and each Director elected shall hold office until a successor is elected an qualified. Directors need not be shareholders. Directors may be removed any time by a majority vote of the stockholders.

     3.2 Vacancies. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by the affirmative vote of a majority of the remaining Directors then in office, though not less than a quorum, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner replaced. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

     3.3 Power. The business and affairs 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 as are not by statute, the Articles of Incorporation or these Regulations directed or required to be exercised or done by the shareholders.

     3.4 Place of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Indiana, in person or by telephone.

     3.5 Annual Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of shareholders and in the same place as the annual meeting of shareholders, and no notice to the newly elected Directors of such meeting shall be necessary in order to legally hold the meeting, provided a quorum shall be present in person or by telephone. In the event such meeting is not held, 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 by all of the Directors.

     3.6 Regular Meetings. 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.

     3.7 Special Meetings. Special meetings of the Board may be called by the President on one (1) day’s notice to each Director, either personally by mail, by telegram, or by telephone; special meetings shall be called by the President in like manner and on like notice on the written request of any Director.

     3.8 Quorum. A majority of the membership of the Board of Directors shall constitute a quorum and the concurrence of a majority of those present shall be sufficient to conduct the business of the Board, except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present in person or by telephone at any meeting of the Board of Directors, the Directors then present may adjourn the meeting to another

time or place, without notice other than announcement at the meeting, until a quorum shall be present.

     3.9 Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or this Code of Regulations, 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.

     3.10 Compensation. 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. The amount or rate of such compensation of members of the Board of Directors shall be established by the Board of Directors.

     3.11 Waiver of Notice. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any Director may waive notice of any annual, regular, or special meeting of Directors by executing a written waiver of notice either before or after the time of the meeting.

     4. MEETINGS BY CONFERENCE TELEPHONE

     Members of the Board of Directors or shareholders may participate in their respective meetings by means of a conference telephone or similar communications equipment, provided

that all persons participating in the meeting can hear every other person at the same time. Participating in a meeting by such means shall constitute presence in person at such meeting for all persons.

     5. OFFICERS

     5.1 Designation of Titles. The officers of the corporation. shall be chosen by the Board of Directors and shall be a President, Vice President, Secretary and Treasurer. The Board of Directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers, and a chair of the board. Any number of offices may be held by the same person, unless statute, the Articles of Incorporation or these Regulations otherwise provide.

     5.2 Appointment of Officers. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a President and Secretary, one or more Vice Presidents, and a Treasurer, each of whom shall serve at the pleasure of the Board of Directors. The Board of Directors at any time may appoint a chair of the Board and such other officers and agents as it shall deem necessary to hold offices at the pleasure of the Board of Directors and to exercise such powers and perform such duties as shall be determined from time to time by the Board.

     5.3 Salaries. The salaries of the officers may be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the corporation.

     5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors at any time.

     5.5 Chair of the Board. The Chair of the Board, if one shall have been appointed and be serving, shall preside at all meetings of the Board of Directors and shall. perform such other duties as from time to time may be assigned to him/her.

     5.6 President. The President shall preside at all meetings of shareholders, and the President shall preside at all meetings of the Board of Directors if a Chair is not appointed. He/she shall sign all deeds and conveyances, all contracts and agreements, and all other instruments requiring execution on behalf of the corporation, and shall act as operating and directing head of the corporation, subject to policies established by the Board of Directors.

     5.7 Vice President. There shall be as many Vice Presidents as shall be determined by the Board of Directors from time to time, and they shall perform such duties as from time to time may be assigned to them. Any one of the Vice Presidents, as authorized by the Board, shall have all the powers and perform all the duties of the President in case of the temporary absence of the President or in case of his/her temporary inability to act. In case of the permanent absence or inability of the President to act, the office shall be declared vacant by the Board of Directors and a successor chosen by the Board.

     5.8 Secretary. The Secretary shall see that the minutes of all meetings of shareholders and of the Board of Directors, and of any standing committees are kept. He/she shall be the custodian of the corporate seal if one is adopted and shall affix it to all proper instruments when deemed advisable. The Secretary shall give or cause to be given required notices of all _meetings of the shareholders and the Board of Directors. He or she shall have charge of all the books of account, and in general shall perform all the duties incident to the office of Secretary of a corporation and such other duties as may be assigned to him.

     5.9 Treasurer. The Treasurer shall have general custody of all the funds and securities of the corporation except such as may be required by law to be deposited with any state official. He/she shall see to the deposit of the funds of the corporation in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under his/her direction and supervision, and he/she shall render financial statements to the President, Directors, and shareholders at proper times. The Treasurer shall have charge of the preparation and filing of such reports, financial statements, and returns as may be required by law. The Treasurer shall give to the corporation such fidelity bonds as may be required, and the premium therefore shall be paid by the corporation as an operating expense.

     5.10 Assistant Secretaries. There may be such number of assistant secretaries as from time to time the Board of Directors may fix, and such persons shall perform such functions as from time to time may be assigned to them.

     5.11 Assistant Treasurers. There may be such number of assistant treasurers as from time to time the Board of Directors may fix, and such persons shall perform such functions as from time to time may be assigned to them.

     6. CERTIFICATE FOR SHARES

     6.1 Issue of Shares. The certificates of shares of the corporation shall be signed by the President.

     6.2 Transfer of Certificates. The shares of the corporation shall be transferrable only on the books of the corporation upon surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by a duly authorized attorney or agent.

     6.3 Lost. Stolen or Destroyed Certificates. The corporation. may issue a new certificate for shares of stock in the place of any certificate previously issued and alleged to have been lost, stolen or destroyed, but the Board of Directors may require the registered holder of the shares represented by such lost, stolen or destroyed certificate, or the holder’s legal representative, to furnish an affidavit as to such loss, theft, or destruction, and may require him/her to give a bond in such form and substance, and with such surety or sureties, with fixed or open penalty, as it may direct to indemnify the corporation against any claim that may be made on account of the alleged loss, theft or destruction of such certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is not imprudent to do so.

     7. DIVIDENDS

     The Board of Directors shall have the authority to declare dividends.

     8. FISCAL YEAR

     The fiscal year of the corporation shall be as determined by the Board of Directors.

     9. REPEAL, ALTERATION OR AMENDMENT

     The Code of Regulations may be repealed, altered or amended, or a substitute Code of Regulations may be adopted at any time by a majority of the directors.

September 21, 1993

EX-3.170 110 l18301aexv3w170.htm EXHIBIT 3.170

Exhibit 3.170

ARTICLES OF INCORPORATION
OF
VOCA CORPORATION OF MARYLAND

     FIRST: I, Stephen P. Matthews, whose post office address is 1025 Thomas Jefferson Street, N.W., Suite 300E, Washington, D.C. 20007, being at least eighteen years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland.

     SECOND: The name of the corporation (the “Corporation”) is VOCA Corporation of Maryland.

     THIRD: The period of its duration is perpetual.

     FOURTH: The purposes for which the Corporation is formed are:

     To operate facilities for mentally retarded and for developmentally disabled persons; and to do anything permitted by Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time.

     FIFTH: The post office address of the principal office of the Corporation is 1350 W. Fifth Avenue, Suite 214, Columbus, Ohio 43212. The MD po address is the same as the resident agent’s.

     SIXTH: The post office address of the Resident Agent of the Corporation is The Corporation Trust Incorporated 32 South Street, Baltimore, Maryland 21202.

     SEVENTH: The aggregate number of shares which the Corporation is authorized to issue is 100,000 shares, all of which shall be Class A common stock with One Dollar ($1.00) par value.

     EIGHTH: The Corporation shall have five directors, which number may be increased or decreased pursuant to the Bylaws of the Corporation, but shall never be less than three, or, if there are fewer than three shareholders, less than the number of shareholders. The persons who shall serve as directors until the first annual meeting, or until their successors are duly chosen and qualified are:

Vincent D. Pettinelli
5943 Macewen Court
Dublin, OH 43017

Frank E. Murphy
4393 Shire Creek Court
Columbus, OH 43220

Ray C. Anderson
13971 Copperfield Lane
Pickerington, OH 43147

Cleveland Corbett
4500 Morning ride Court
Columbia, MD 21043

Stephen Lewis
1937 Collingswood Road
Columbus, OH 43221

     NINTH: The name and address of the incorporator is Stephen P. Matthews, 1025 Thomas Jefferson Street, N.W., Suite 300E, Washington, D.C. 20007.

     IN WITNESS WHEREOF, I have signed these Articles of Incorporation this 4^th day of December, 1989 and I acknowledge the same to be my act.

/s/ Stephen P. Matthews

Stephen P. Matthews

Incorporator

VOCA CORPORATION OF MARYLAND

ARTICLES OF AMENDMENT

     VOCA Corporation of Maryland, a Maryland Corporation having its principle office located at 5323 Falmouth Road, Bethesda, Maryland 20816 (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST: The charter of the Corporation is hereby amended by adding to the Articles of Incorporation two additional articles, Articles TENTH and ELEVENTH, which shall read as follows:

     TENTH. The Corporation elects to have preemptive rights.

     ELEVENTH. Indemnification and Limitation of Liability.

     Section 1.

(a)   The Corporation shall indemnity any director made a party to any proceeding by reason of service in that capacity unless it is established that:

(1) The act or omission of the Director made a party to any proceeding by reason of service in that capacity unless it is established that:

(2) The Director actually received an improper personal benefit in money, property, or services; or

(3) In the case of any criminal proceeding, the Director had reasonable cause to believe that the act or omission was unlawful.

     (b)    (1) The Corporation shall indemnify such Director(s) against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the Director in connection with the proceeding. However, if the proceeding was one by or in the right of the Corporation, indemnification may not be made in respect of any proceeding in which the Director shall have been adjudged to be liable to the Corporation.

     (c)    The termination of any proceeding by judgment, order or settlement does not create a presumption that the Director did not meet the requisite standard of conduct set forth in this Article. The termination of any proceeding by conviction or plea of polo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Director did not meet the standard of conduct.

     Section 2.    The Corporation shall not indemnify a Director in respect of any proceeding charging improper personal benefit to the Director whether or not involving action in the Director’s official capacity in which the Director was adjudged to be liable on the basis that personal benefit was improperly received.

     Section 3.    The Corporation shall indemnity Directors against reasonable expenses incurred by the Director in connection with proceedings in which the Director has been successful, on the merits or otherwise, in the defense of such proceeding referred to in Section 1 of this Article Eleventh.

     Section 4.    A court of appropriate jurisdiction which may be the same court in which the proceeding involving the Director’s liability took place, upon application of a Director and such notice as the court shall require, may order indemnification in the following circumstances:

     (a)    If it determines a Director is entitled to reimbursement under Section 3 of this Article Eleventh, the court shall order indemnification in which case the Director shall be entitled to recover the expenses of securing such reimbursement; or

     (b)    If it determines that the Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Director has met the standards of conduct set forth in Section 1 of this

Article Eleventh or has been adjudged liable under the circumstances described in Section 2 of this Article Eleventh, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any proceeding by or in the right of the Corporation or in which liability shall have been adjudged in the circumstances described in Section 2 of this Article Eleventh shall be limited to expenses.

Section 5.

     (a)    The Corporation shall not indemnify a Director under Section 1 of this Article Eleventh unless authorized for a specific proceeding after a determination has been made that indemnification of the Director is permissible in the circumstances because the Director has met the standard of conduct set forth in Section 1 of this Article Eleventh.

     (b)    The Corporation shall be made:

               (1)    By the Board of Directors by a majority vote of a quorum consisting of Directors not, at the time parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more Directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated Directors who are parties may participate;

               (2)    By special legal counsel selected by the Board of Directors or a committee of the Board by a majority vote of a quorum consisting of Directors, not, at the time parties to the proceeding, or, if the requisite quorum of the full Board cannot be obtained therefore and the committee cannot be established by a majority vote of the full Board in which Directors who are parties may participate.

               (3)    By the Stockholders.

(c)    Authorization of the indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the manner specified in Section 4(b)(2) of this Article Eleventh for selection of such counsel.

(d)    Shares held by Directors who are parties to the proceeding may not be voted on the subject matter under this Section 5 of Article Eleventh.

Section 6.

(a)    The Corporation shall pay or reimburse reasonable expenses incurred by a Director in advance of the final disposition of the proceeding upon receipt by the Corporation of:

     (1) A written affirmation by the Director of the Director’s good faith belief that the standard of conduct necessary for indemnification by the Corporation as authorized in this Article Eleventh has been met; and

     (2) A written undertaking by or on behalf of the Director to replay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(b)    The undertaking required by Section 6(a)(2) of this Article Eleventh shall be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make the repayment.

(c)    Payments under this Section 6 of this Article Eleventh shall be made as provided by the Articles of Incorporation, the By-Laws or contracts or as specified in Section 5 of this Article Eleventh.

     Section 7.    The indemnification and advancement of expenses provided or authorized by this Section may not be deemed exclusive of any other rights by indemnification or otherwise, to which a Director may be entitled under the Articles of Incorporation, the By-Laws, a resolution for Stockholders or Directors an agreement or otherwise, both as to action in an official capacity or as to action in another capacity while holding such office.

     Section 8.    This Article Eleventh does not limit the Corporation’s power to pay or reimburse expenses incurred by a Director in connection with an appearance as a witness in a proceeding at a time when the Director has not been made a named defendant or respondent in the proceeding.

     Section 9.    The definitions and references contained in Maryland General Corporation Law Section 2-418 shall apply to this Article Eleventh.

     Section 10. The Corporation shall indemnify and advance expenses to officers, employees and agents of the Corporation to the same extent that it shall indemnify Directors under this Article Eleventh.

     Section 11.    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 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, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or rising out of such person’s position, whether or not the Corporation would have the power to indemnify against liability under the provisions of this Article Eleventh.

(a)    The Corporation may provide similar protection, including a trust fund, letter of credit, or surety bond, not inconsistent with this Article Eleventh.

(b)    The insurance or similar protection may be provided by a subsidiary or an affiliate of the Corporation.

     Section 12.    The Corporation shall report in writing to Stockholders with the notice of the next Stockholders’ meeting or prior to the meeting any indemnification of, or advance of expenses to, a Director in accordance with this Article Eleventh, if arising out of a proceeding by or in the right of the Corporation.

     SECOND: The board of directors of the Corporation by unanimous written consent pursuant to Section 2-408 of Corporations and Associations Article of the Annotated Code of Maryland on December 31^st 1992, duly adopted a resolution in which was set forth in the foregoing amendment to the charter, declaring that the said amendment of the charter was proposed advisable and directing that it be submitted for action thereon by the stockholders of the Corporation.

     THIRD: That the said amendment has been consented to and authorized by the holders of all the issued and outstanding stock of the Corporation entitled to vote, by a unanimous written consent, given in accordance with the provisions of Section 2-505 of Corporations and Associations Article of the Annotated Code of Maryland and filed with the records of stockholders meetings.

     FOURTH: The amendment of the charger of the Corporation as hereinabove set forth has been duly advised by the board of directors and approved by the stockholders of the Corporation.

     FIFTH: These Articles of Amendment shall become effective on the 31^st day of December, 1992.

     IN WITNESS WHEREOF , VOCA Corporation of Maryland has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on December 31^st, 1992.

VOCA Corporation of Maryland

By: /s/ Vincent D. Pettinelli, President

Witness:

/s/ Anne M. Sturtz, Secretary

     THE UNDERSIGNED, President of VOCA Corporation of Maryland, who executed on behalf of said corporation the foregoing Articles of Amendment, of which this certificate is and a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

/s/ Vincent D. Pettinelli, President

EX-3.171 111 l18301aexv3w171.htm EXHIBIT 3.171

Exhibit 3.171

BYLAWS OF
VOCA CORPORATION OF
MARYLAND

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of the Corporation shall be at the office of the registered agent as named in the Articles of Incorporation or in any subsequent statement.

     Section 2. Additional Offices. The Corporation may also have offices at such other places, both within and without the State of Maryland, as the Board of Directors may form time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place. A meeting of stockholders for any purpose may be held at such time and place, within or without the State of Maryland, as the Board of Directors may fix from time to time and as shall be stated in the notice of the meeting or duly executed waiver of notice thereof.

     Section 2. Annual Meeting. The annual meeting of the’ shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 3. Special Meetings. Special meetings of thee stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board, if any, the President, the Secretary, the Board of Directors or the holders of one-fourth (1/4) or more of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at any such meeting.

     Section 4. Notices of Annual and Special Meetings. Except as otherwise provided by law, the Articles of Incorporation or as otherwise set forth herein, written notice of any annual or special meeting of stockholders, stating the place, date and time thereof and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 90 days prior to the meeting. Notice of any meeting of stockholders (whether annual or special) to vote upon a plan of merger or consolidation to which the Corporation is to be a party shall be given to each stockholder entitled to vote at such meeting not less than 20 nor more than 50 days prior to such meeting.

     Section 5. Presiding Officer; Order of Business.

               (a) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or, if he is not present (or, if there is none), by the President, or, if he is not present, by such person who may have been chosen by the Board of Directors, or, if none of such persons is present, by chairman to be chosen by the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy. The Secretary of the Corporation, or, if he is not present, an Assistant Secretary, or, if he is not present, such person as may be chosen by the Board of Directors, shall act as secretary of meetings of stockholders, or, if none of such persons is present, the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy shall choose any person to act as secretary of the meeting.

          (b) The following order of business, unless otherwise ordered at the meeting by the chairman thereof, shall be observed as far as practicable and consistent with the purposes of the meeting:

1.	Call of the meeting to order.
2.	Presentation of proof of mailing of the notice of the meeting and, if the meeting is a special meeting, the call thereof.
3.	Presentation of proxies.
4.	Announcement that a quorum is present.
5.	Reading and approval of the minutes of the previous meeting.
6.	Reports, if any, of officers.
7.	Election of directors, if the meeting is an annual meeting or a meeting called for that purpose.
8.	Consideration of the specific purpose or purposes for which the meeting has been called (other than the election of directors), if the meeting is a special meeting.
9.	Transaction of such other business as may properly come before the meeting.
10.	Adjournment.

     Section 6. Quorum; Adjournments. The holders of a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote, present in person or represented by proxy, shall be necessary to, and shall constitute a quorum for, the transaction of business at all meetings of the stockholders, except as otherwise provided by law or in the Articles of Incorporation. If, however, a quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, until a quorum shall be present or represented. Even if a quorum shall 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 the power to adjourn the meeting from time to time for good cause, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, until a date which is not more than 30 days after the date of the original meeting. At any such adjourned meeting, at which a quorum shall be present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than 30 days, or if after the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

     Section 7. Voting.

               (a) At any meeting of stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law or the Articles of Incorporation, each stockholder of record shall be entitled to one vote on each matter submitted to a vote for each share of capital stock registered in his name on the books of the Corporation.

               (b) All elections shall be determined by plurality vote, and except as otherwise provided by law or the Articles of Incorporation, all other matters shall be determined by a vote of a majority of the shares present in person or represented by proxy and voting on such other matters.

     Section 8. Action by Consent. Any action required or permitted by law or the Articles of Incorporation to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Such written consent shall be filed with the minutes of meetings of stockholders.

ARTICLE III

DIRECTORS

     Section 1. General Powers; Number; Tenure. The business and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts and things which are not by law, the Articles of Incorporation or these Bylaws directed or required to be exercised or performed by the stockholders. The number of directors of the Corporation which shall’ constitute the whole board shall not be less than three, or less than the number of stockholders if there are fewer than three stockholders. The first board shall consist of five directors; thereafter, within the limits above specified, the number of directors shall be determined by the stockholders. 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 the next succeeding annual meeting of the stockholders or until his successor shall have been elected and qualified. Directors need not be stockholders or residents of the State of Maryland.

     Section 2. Vacancies. Except as otherwise provided by the Articles of Incorporation, any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of directors, may be filled ‘by a majority vote in the remaining directors, although less than a quorum. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose. Each director so chosen shall hold office until the expiration of the term of his predecessor in office. If there are no directors in office, any officer or stockholder

may call a special meeting of stockholders in accordance with the provisions of the Articles of Incorporation or these Bylaws, at which meeting such vacancies shall be filled.

Section 3. Removal; Resignation.

               (a) Except as otherwise provided by law or the Articles of Incorporation, at a special meeting of stockholders called expressly for that purpose, any director may be removed, ^-with or without cause, by a vote of stockholders holding a majority of the shares entitled to vote at an election of directors.

               (b) Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if_. any, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors or_. the designated officer It shall not be necessary for a resignation to be accepted before it becomes effective.

     Section 4. Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without ^_. the State of Maryland — as may be provided by resolution adopted by a majority of the Board of Directors.

     Section 5. Annual Meeting. The annual meeting of each newly-elected Board of Directors shall be held immediately following the annual meeting of stockholders, 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.

     Section 6. Regular Meetings. Additional regular meetings of the Board of Directors may be held without notice, at such time and place as may from time to time be determined by the Board of Directors.

     Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, or President on at least 2 days notice to each director, if such notice is delivered personally or sent by telegram, or on at least 3 days notice if sent by mail. Special meetings shall be called by the Chairman of the Board, if any, President or Secretary in like manner and on like notice on the written request of one or more directors then in office. Any such notice need not state the purpose or purposes of such meeting except as provided in Article XI.

     Section 8. Quorum; Adjournments. Except as may be otherwise specifically provided by law or the Articles of Incorporation, at all meetings of the Board of Directors, a majority of the number of directors fixed by these Bylaws 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. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. Compensation. Directors shall be entitled to such compensation for their services as directors, officers or otherwise and to such reimbursement for any reasonable expenses incurred in attending directors’ meetings as may from time to time be fixed by the affirmative vote of a majority of the directors then in office, irrespective of any personal interest of any director. The compensation of directors may be on such basis as is determined by the Board of Directors. Any director may waive compensation for any meeting.

     Section 10. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent setting forth the action so to be taken shall be signed by all members of the Board of Directors. Such written consent shall be filed with the minutes of its proceedings.

     Section 11. Meeting By Conference Telephone. The directors may participate in a meeting of the board of directors, or any committee thereof, by means of a conference — 7 — telephone or similar communications equipment by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

ARTICLE IV

COMMITTEES

     Section 1. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these Bylaws, designate 2 or more directors to constitute an Executive Committee, one of whom shall be designated as Chairman of the Executive Committee. Each member of the Executive Committee shall continue as a member thereof until the expiration of his term as a director, or his earlier resignation, unless sooner removed a member or a director.

     Section 2. Powers. The Executive Committee shall have and may exercise, to the extent provided in the resolution specified in Section 1 of Article IV, all of the rights, powers and authority of the Board of Directors.

     Section 3. Procedure; Meetings. The Executive Committee may fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the Executive Committee shall provide. The Executive Committee shall keep regular minutes of its meetings and deliver such minutes to the Board of Directors.

     The Chairman of the Executive Committee, or, in his absence, a member of the Executive Committee chosen by a majority of the members present, shall preside at meetings of the Executive Committee, and another member thereof chosen by the Executive Committee shall act as Secretary of the Executive Committee.

     Section 4. Quorum. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members thereof shall be required for any action of the Executive Committee.

     Section 5. Other Committees. The Board of Directors, by resolutions adopted by a majority of the directors at a meeting at which a quorum is present, may appoint such other committee or committees as it shall deem advisable and with such limited authority as the Board of Directors shall prescribe.

     Section 6. Vacancies; Chancres; Discharge. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

     Section 7. Compensation. Members of any committee shall be entitled to such compensation for their services as members of any such committee and to such reimbursement for any reasonable expenses incurred in attending committee. meetings as may from time to time be fixed by the affirmative vote of a majority. off the___directors then in office. Any member may waive compensation for any meeting.

     Section 8. Action by Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a written consent setting forth the action so to be taken shall be signed by all members of such committee. Such written consent shall be filed with the minutes of the proceedings.

ARTICLE V

NOTICES

     Section 1. Form; Delivery. Whenever, under the provisions of law, the Articles of Incorporation or these Bylaws,. notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice unless otherwise specifically provided, 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. Such notices shall be deemed to be given at the time they are deposited in the United States mail addressed as aforesaid with postage thereon prepaid. Notice to a director or stockholder may also be given personally or by telegram sent to his address as it appears on the records of the Corporation.

     Section 2. Waiver; Effect of Attendance. Whenever any notice is required to be given under the provisions 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 equivalent to the giving of such notice. In addition, any stockholder who attends a meeting. of stockholders in person, or is represented at such meeting by proxy, or any director who attends a meeting of the Board of Directors, or any member of a committee who attends a meeting of such committee, shall be deemed to have had timely and proper notice of the meeting, unless such stockholder (or his proxy), director or committee member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

OFFICERS

     Section 1. Designations. The officers of the Corporation shall be chosen by the Board of Directors and shall consist of a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, other Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers and other officers and/or agents as it shall deem necessary or appropriate. The election or appointment of any officer of the Corporation shall not of itself create contract rights for any such officer. All officers of the Corporation shall exercise such powers and perform such duties as may be provided in these Bylaws or as shall from time to

time be determined by resolution of the Board of Directors not inconsistent with these Bylaws. Any 2 or more offices may be held by the same person except the offices of President and Secretary.

     Section 2. Term of Office; Removal. The Board of Directors at its annual meeting after each annual meeting of stockholders shall choose a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, other Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers, and such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall hold office until his successor is chosen and shall qualify. Any officer or_. agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be. filled for the unexpired portion of the term by the Board of Directors.

     Section 3. Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

     Section 4. The Chairman of the Board. The Chairman of the Board (if the Board of Directors so deems advisable and selects one) shall be an officer of the Corporation and, subject to the direction of the Board of Directors, shall perform such executive, supervisory and management functions and duties as may be assigned to him from time to time by the Board. He shall, if present, preside at all meetings of stockholders and of the Board of Directors..

Section 5. The President.

          (a) The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. In general, he shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect. In addition to and not in limitation of the ^-foregoing,. the President shall be empowered to authorize any change of the registered office or registered agent (or both) of the corporation in State of Maryland.

          (b) Unless otherwise prescribed by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at any meeting of security holders of other corporations in which the Corporation may hold securities. At such meeting the President 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. The Board of Directors may from time to time confer like powers upon any other person or persons.

     Section 6. The Vice President. The vice President (or in the event there be more than one, the vice Presidents in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the President or in the event of his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

     Section 7. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all votes and the proceedings of the

meetings in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other committees, if required. He shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President, under whose supervision he shall act. He shall have custody of the 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, the seal 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 thereof by his signature.

     Section 8. The Assistant Secretary. The Assistant Secretary, if any (or in the event there be more than one, the Assistant Secretaries in the order designated, or in the absence of any designation, in the order of their election), shall in the absence of the Secretary or in the event of his disability, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

     Section 9. The Treasurer. The Treasurer shall have the custody of the, corporate funds and other valuable effects, including. securities, and shall keep full and accurate accounts of receipts and disbursements 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 from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors by taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     Section 10. The Assistant Treasurer. The Assistant Treasurer, if any (or in the event there shall be more than one, the Assistant Treasurers in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the Treasurer or in the event of his disability, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

ARTICLE VII

INDEMNIFICATION OF CERTAIN PERSONS

     Section 1. Power to Indemnify. The Corporation shall have the power to indemnify any person who was or is a director or officer of the Corporation and who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative 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 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 reason to believe his conduct was unlawful. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

     Section-2. Mandatory Indemnification. To the extent that any person specified in section 1 of this Article has been successful on the merits or otherwise in the defense of any such action, suit or proceeding, 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.

     Section 3. Determination of Indemnification. Any indemnification under Section 1 of this Article (and, as to which, Section 2 of this Article is not applicable) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the appropriate person is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article. 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 such action, suit or proceeding, (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 stockholders.

ARTICLE VIII

STOCK CERTIFICATES

     Section 1. Form; Signatures.

          (a) Every holder of fully-paid capital stock of the Corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, exhibiting on the face thereof the number and class (and series, if any) of shares owned by him. Each certificate representing stock in the Corporation shall also state upon the face thereof the name of the person to whom it is issued and that the corporation is organized under the laws of the — State of Maryland. Each such certificate ‘ shall be sealed with the seal of the Corporation or a facsimile thereof. In case any officer who has signed or whose facsimile signature was placed on a certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were, such officer at the date of its issue.

          (b) All stock certificates representing shares of capital stock which are subject to restrictions on transfer or to other restrictions shall have imprinted thereon such notation to such effect as may be determined by the Board of Directors.

     Section 2. Registration of Transfer. Except as otherwise provided by law, upon surrender to 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, to cancel the old certificate and to record the transaction upon its books.

     Section 3. Registered Stockholders.

          (a) Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person who is registered on its books as the owner of shares of its capital stock to receive dividends or other, distributions and to vote as such owner, and to hold liable for calls and assessments a person who is registered on its books as the owner of shares of its capital stock. The Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

          (b) If a stockholder desires that notices and/or dividends shall be sent to a name or address other than the name or address appearing on the stock ledger maintained by the Corporation, such stockholder shall have the duty to notify the Corporation in writing of such desire. Such written notice shall specify the alternate name or address to be used.

     Section 4. Record Date. In order that the Corporation may determine the stockholders of record who are entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or to make a determination of the stockholders of record for any other proper purpose,. the Board of Directors may, in advance, fix a date as the record date for any such determination. Such date shall not be more than 50 days before the date of any such meeting, nor more than 50 days prior to the date of any other action. For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders, such date shall not be less than 10- days immediately preceding such meeting. 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 taken pursuant to Section 6 of Article II; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting..

     Section 5. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation which is claimed 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, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stole nor destroyed certificate, 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, or other security in such form, as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate claimed to have been lost, stolen or destroyed.

ARTICLE IX

AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

     Section 1. Affiliated Transactions. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to the contract. or transactions are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

          (b) The material .facts as to his relationship or. interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders.

     Section 2. Determining Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes any contract or transaction specified in Section 1 of Article IX.

ARTICLE X

GENERAL PROVISIONS

     Section .1. Dividends. Except as otherwise provided bylaw and subject to the provisions of the Articles of Incorporation, dividends upon the outstanding capital stock of the Corporation may be declared by the Board of Directors at any annual, regular or special meeting and may be paid in cash, in property or in shares of the Corporation’s capital stock.

     Section 2. Reserves. The Board of Directors shall have full power, subject to the provisions of law and the Articles of Incorporation, to determine whether any, and, if so,-what part of the funds legally available for the payment of dividends shall be declared as dividends and paid to the stockholders of the Corporation. The Board of Directors, in its sole discretion, may fix a sum which may be set aside or reserved over and above the paid-in capital of the Corporation for working capital or as a reserve for any proper purpose, and may from time to time increase, diminish or vary such fund or funds.

     Section 3. Fiscal Year. The fiscal year of the Corporation shall be as determined from time to time by the Board of Directors.- The initial fiscal year of the Corporation shall be Jan. 1 to Dec. 31

     Section 4. Seal. The corporate seal shall have inscribed hereon the name of the Corporation, the year of its incorporation and___the words “Corporate Seal” and “ State of Maryland.”

ARTICLE XI

AMENDMENTS

     Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have the power to make, alter, amend and repeal these Bylaws, and to adopt new bylaws,, by an affirmative vote of a majority of the directors then in office, provided that notice of the proposal to make, alter, amend or repeal these Bylaws, or to adopt new bylaws, must be included in the notice of the meeting of the Board of Directors at which such action takes place.

EX-3.172 112 l18301aexv3w172.htm EXHIBIT 3.172

Exhibit 3.172

CERTIFICATE OF INCORPORATION
For Use by Domestic Profit Corporations)

This is to Certify that, there is hereby organized a corporation under and by virtue of the above Statute of New Jersey Statutes.

1.	Name of the Corporation is: VOCA Corporation of New Jersey
2.	Registered Agent: HIQ CORPORATE SERVICES, INC.
3.	Registered Office: 830 BEAR TAVERN ROAD CN 01828 TRENTON NJ 08628
4.	The purpose(s) for which this corporation is organized is (are) to engage in any activity within the purposes for which corporations may be organized under N.J.S.A.14A:1-1 et seq.
5.	The aggregate number of shares which the corporation shall have authority to issue is: 10,000
6.	If applicable, set forth the designation of each class and series of shares, the number in each and a statement of the relative rights, preferences and limitations.
7.	If applicable, set forth a statement of any authority vested in the Board to divide the shares into classes or series or both and to determine or change their designation number, relative rights, preferences and limitations.
8.	The first Board of Directors shall consist of 1 Directors. Vincent D. Pettinelli, 5555 Parkcenter Cr., Ste. 200, Dublin, OH 43017
9.	Name and address of Incorporator(s). Vincent D. Pettinelli, 5555 Parkcenter Cr., Ste. 200, Dublin OH 43017
10.	The Duration of the Corporation is: Perpetual

In Witness Whereof, each individual incorporator being over eighteen years of age has signed this certificate, or if the Incorporator is a corporation has caused this Certificate to be signed by its duly authorized officers this 9th day of December, 1994

EX-3.173 113 l18301aexv3w173.htm EXHIBIT 3.173

Exhibit 3.173

BY-LAWS

OF

VOCA CORPORATION OF NEW JERSEY

ARTICLE I

SHAREHOLDERS

     SECTION 1.1.    Annual Meeting. An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2.    Special Meeting. A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of the meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at. least fourteen (14) and not more than sixty-five (65) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3.    Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of New Jersey, as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notices or waivers of notice thereof

     SECTION 1.4.    Notice of Meetings.

     Every shareholder shall furnish the secretary of the corporation with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than seven (7) days before nor more than sixty (60) days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at

the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meetings of shareholders in accordance with Section 1.12.

     Every notice of a special shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5.    Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6.    Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7.    Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8.    Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

1) Roll call;

2)	Appointment of inspectors of election, if requested;
3)	Proof of notice of meeting or waiver thereof; A QUORUM BEING PRESENT:
4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6)	Report of officers, if any;
7)	Reports of committees, if any;
8)	Election of directors, if any;
9)	Unfinished business, if any; and
10)	New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9.    Voting.

     Each holder of a share or shares of the class or classes entitled to vote by law or the articles of incorporation shall be entitled to vote in person or by proxy for each such share registered in his or her name on the books of the corporation. As provided in Section 1.11 of this Article, a record date for determining which shareholders are entitled to vote at any meeting may be fixed.

     Shares of its own stock belonging to the corporation shall not be voted directly or indirectly. Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. A shareholder whose voting shares are pledged shall be entitled to vote the shares standing in his or her name on the books of the corporation.

     Upon a demand for a share vote upon any question by any shareholder present in person or by proxy at any meeting and entitled to vote thereat, such share vote shall be by ballot. Each ballot shall be signed by the shareholder voting or in his or her name by proxy if there be such proxy, and shall state the number of shares voted by him or her. Otherwise, share votes shall be made orally.

     SECTION 1.10    Proxies.

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent to or give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of existing law or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

     SECTION 1.11    Fixing Record Date.

     The board of directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.12.    List of Shareholders. at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of the shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.13.    Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of New Jersey, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

Board of Directors

     SECTION 2.1    General Powers of Board.

     The powers of the corporation shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the board of directors, except as otherwise provided by the law of New Jersey, the articles or these regulations.

     SECTION 2.2    Number and Qualifications.

     The number of directors, none of whom need be shareholders of the corporation, shall not be fewer than three (3) nor more than seven (7); provided, however, that if the corporation at any time has less than three (3)shareholders, the number of directors may be less than three (3) but not less than the number of shareholders. The precise number of directors may be fixed and from time to time changed by resolution adopted by the vote of holders of shares representing a majority of

the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors, by the affirmative vote of a majority of those in. office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4.    Election of Directors.

     At each meeting of the shareholders for the election of directors at which a quorum is present, those persons constituting a majority of the number of directors to be elected receiving the greatest number of common share votes, and those other persons receiving the greatest number of total votes shall be the directors. Any shareholder may cumulate his or her vote at an election of directors upon fulfillment of the conditions prescribed in Section 14A:5-21 of the New Jersey Statutes or any future statute of like effect.

     SECTION 2.5.    Term of Office.

     Unless he or she shall earlier resign, is removed, dies or is adjudged mentally incompetent, each directors shall hold office until: l) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6.    Resignation.

     Any director may resign by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7.    Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8.    Bylaws.

     The Board of Directors may adopt bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meetings and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of these by-laws.

     SECTION 2.9.    Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the board of directors. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10    Removal of Directors.

     Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11    Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of New Jersey, the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE 3

Officers

     SECTION 3.1.    Number and Titles.

     The officers of the corporation shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the corporation shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the corporation shall have.

     SECTION 3.2.    Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned or is removed. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such. election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3.    Additional Officers, Agents,. etc.

     In addition to the officers mentioned in Section 3.1, the corporation may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4.    Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5.    Resignations.

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6.    Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

     SECTION 3.7.    Powers, Authority and Duties of Officers.

     Officers of the corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8.    The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the corporation may require to be brought to the board’s attention.

     SECTION 3.9.    The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8. subject to the control of the board of directors. The president shall superintend and manage the business of the corporation; coordinate and supervise the employees; fix the compensation of, discipline and discharge its personnel; employ agents, professional advisers and consultants; and perform all functions of a general manager of the corporation’s business. He or she may sign certificates for shares in the corporation. He or she may sign, execute, and deliver in the name of the corporation all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the corporation to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10.    The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the

president or the board of directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the corporation; receive and give receipts for amounts payable to the corporation from any sources whatsoever; deposit all monies in the name of the corporation in such depositaries pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositaries of the corporation signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transactions of the corporation and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the corporation and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and
(e)	Present to the shareholders at each annual meeting or the meeting held in lieu of it, the financial statements of the corporation and furnish copies of the statements to the shareholders.

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

     SECTION 3.12.    The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13     The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders 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 these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the corporation and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or. through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the corporation and of the records thereof. Such records shall reflect the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each became the holder thereof,
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificates at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.12 above, certified by the officer or agent in charge of the transfer of shares;
(h)	Sign (or see that the treasurer or other proper officer of the corporation authorized by the board of directors signs) with the president or vice president, certificates for shares in the corporation;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14.    The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, by the president or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, president or the board of directors may designate.

ARTICLE 4

Shares and Their Transfer

     SECTION 4.1.    Certificates for Shares.

     Every owner of one or more shares in the corporation shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the corporation owned by him or her. The certificates of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the corporation by the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the corporation shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate 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 certificates until such existing certificates shall have been so cancelled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2.    Transfer of Shares.

     Transfers of shares in the corporation shall be made only on the books of the corporation by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the corporation or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the corporation shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3.    Regulations.

     The board of directors may make such rules and regulations as it may deem expedient, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules and regulations to be effective shall be incorporated in the Bylaws. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4.    Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced, or mutilated but is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it cancelled and a new certificate issued in its place. The holder of any shares shall immediately notify the corporation if a certificate shall be lost, destroyed, or mutilated beyond recognition and the corporation may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have

been lost or destroyed to give the corporation a bond with such surety or sureties and in such sum as it shall direct, to indemnify the corporation and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of New Jersey.

ARTICLE 5

Examination of Books by Shareholders

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts, and documents of the corporation shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in the Bylaws. No shareholder shall be denied any right to inspect any book record, account or document of the corporation. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours for business be open to examination of every shareholder at the principal office or place of business of the corporation.

ARTICLE 6

Dividends, Surplus, Etc.

     The board of directors may declare dividends on the shares in the corporation whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the corporation render advisable. Dividends may be declared subject to the provisions of the articles of incorporation and of these regulations and to the extent and as permitted by law.

     The board of directors at any time may cause the corporation to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes, or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the corporation unless such dividend or purchase or acquisition will not breach any contract or covenants of the corporation and it is reasonably believed that after such dividend or purchase or acquisition, the corporation will be able to pay its obligations as they become due in the usual course of its affairs, and such dividend or purchase or acquisition will not cause the assets of the corporation to be less than its liabilities plus stated capital. The corporation shall not speculate in its own shares or in the shares of any affiliated corporation.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the corporation’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the corporation. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 6, shall be deemed to have been so set aside by the board of directors for one or more of said purposes.

ARTICLE 7

Seal

     The board of directors may provide a corporate seal, which shall bear the full name of the corporation.

ARTICLE 8

Amendment of Regulations

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

ARTICLE 9

Indemnification and Limitation of Liability

     SECTION 9.1.    Indemnification.

     In case any person 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, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, itself, create a presumption that the person did not act 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 matter the subject of a criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

     SECTION 9.2.    In case any person 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, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for

profit, partnership, joint venture, trust or other enterprise, the corporation shall indemnify such person against expenses, including attorney’s 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 indemnifications shall be made in respect to any claim, issue, or matter as to which such person is adjudged to be liable for misconduct in the performance of his duty to the corporation unless and only to the extent that the court of common pleas, of the court in which such action or suit was brought, determines 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 as the court of common pleas or such other court shall deem proper.

     SECTION 9.3.    To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article 9, or in defense of any claim, issue, or matter therein, the corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

     SECTION 9.4.    Any indemnification under Sections l and 2 of this Article 9, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article 9. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified within the past five (5) years, (iii) by the shareholders, or (iv) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under clause (i) of this Section 4 or by independent legal counsel under clause (ii) of this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the corporation referred to in Section 2 of this Article 9, and within ten (10) days after the receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

     SECTION 9.5(a).    Unless the only liability asserted against a director in an action, suit, or proceeding referred to in Sections 1 and 2 of this Article 9 is pursuant to Section 14A:2-7(3) of the New Jersey Statutes, expenses, including attorneys’ fees, incurred by a director in defending the action, suit, or proceeding, shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (A) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation; and (B) reasonably

cooperate with the corporation concerning the action, suit or proceeding.

     SECTION 9.5(b). Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of this Article 9 may be paid by the corporation as they are incurred in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation.

     SECTION 9.6.    Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the corporation; provided, however, that, unless all directors are interested, the interested directors shall not participate and a quorum shall be one-third of the disinterested directors.

     SECTION 9.7.    The indemnification authorized by this Article 9 shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or 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, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     SECTION 9.8.    The corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 indemnified him against such liability under this Article 9. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     SECTION 9.9.    The authority of the corporation to indemnify persons pursuant to Sections 1 and 2 of this Article 9 does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to Section 5, 6, 7 and 8 of this Article 9. Sections 1 and 2 of this Article 9 do not create any obligation to repay or return payments made by the corporation pursuant to Sections. 5, 6, 7 and 8 of this Article 9.

     SECTION 9.10(a).    No person shall be found to have violated his duties to the corporation as a director of the corporation in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the corporation; (ii) a termination or potential termination of his service to the corporation as a director; or (iii) his service in any other position or relationship with the corporation), unless it is proved by clear and convincing evidence that the director has not acted: (i) in good faith; (ii) in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; or (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances.

     Notwithstanding the foregoing, nothing contained in this paragraph (a) limits the relief available under Section 14A: 3-5 of the New Jersey Statutes.

     SECTION 9.10(b)    In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the directors upon which he does not serve, duly established in accordance with the provisions of the corporation’s By-laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

     SECTION 9.10(c)    A director in determining what he reasonably believes to be in the best interests of the corporation shall consider the interests of the corporation’s shareholders and, in his discretion, may consider (i) the interests of the corporation’s employees, suppliers, creditors and customers; (ii) the economy of the state and nation; (iii) community and societal considerations; and (iv).the long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.

     SECTION 9.10(d)    A director shall be liable in damages for any action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Chapter 14A: 3 of the New Jersey Statutes or limits relief available under Section 14A: 3-5 of the New Jersey Statutes.

     SECTION 10.    As used in Article 9, references to the corporation include all constituent corporations in a consolidation or merger and the new, or surviving corporation, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is serving at the request of such a constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article 9 with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the

same capacity. As used in Article 9, words of the masculine gender shall include the feminine gender.

EX-3.174 114 l18301aexv3w174.htm EXHIBIT 3.174

Exhibit 3.174

State of North Carolina

Department of the Secretary of State

ARTICLES OF AMENDMENT

Pursuant to § 55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation:

1.	The name of the corporation is: VOCA Corporation of North Carolina
2.	The text of each amendment adopted is as follows: (State below or attach)
	(See attached)
3.	If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows:
4.	The date of adoption of each amendment was as follows: December 28th, 1992
5.	(Check either a, b, c, or d, whichever is applicable)

a.___	The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares.
b.___	The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.
c.___	The amendment(s) was (were) duly adopted by the board of directors without shareholder approval as shareholder approval was not required because (set forth a brief explanation of why shareholder action was not required)
d.X_	The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes

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	not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.
(e)	Indemnification provided by the Corporation in connection with a proceeding by or in the right of the Corporation that is concluded without a final adjudication on the issue of liability is limited to reasonable expenses incurred in connection with the proceeding.
(f)	The authorization, approval or favorable recommendation by the Board of Directors of the Corporation of indemnification shall not be deemed an act or corporate transaction in which a Director has a conflict of interest, and no such indemnification shall be void or voidable on such ground.

Section 2. Mandatory Indemnification. he Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a Director of the Corporation against reasonable expenses incurred by him in connection with the proceeding.

Section 3. Advance for Expenses. The Corporation shall pay expenses incurred by a Director in defending a proceeding in advance of the final disposition of said proceeding as authorized by the Board of Directors or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the Director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses.

Section 4. Court-Ordered Indemnification. A Director of the Corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Upon receipt of an application, the court after giving any notice the court considers necessary may order indemnification pursuant to the factors set forth in Section 55-8-54 of the North Carolina 1989 Business Corporation Act.

Section 5. Determination and Authorization of Indemnification.

(a) The Corporation shall not indemnify a Director under Section 1 of this Article 9 unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible under the circumstances because he has met the requisite standard of conduct set forth in Section 1 of this Article 9.

(b) The determination shall be made: (1) by the Board of Directors by majority vote of a quorum consisting of Directors not

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Article 6 of the Articles of Incorporation of VOCA Corporation of North Carolina shall be amended in its entirety to read as follows:

Article 6: The Corporation elects to have preemptive rights with respect to shares of the Corporation’s common stock, One Dollar ($1.00) par value per share.

Article 9 of the Articles of Incorporation of VOCA Corporation of North Carolina shall be amended in its entirety to read as follows:

Article 9: Indemnification and Limitation of Liability

Section 1. Power to Indemnify.

(a) Except as provided in Section (d) of this Article 9, Section 1, the Corporation shall indemnify an individual made a party to a proceeding because he is or was a Director against liability incurred in the proceeding if:

(1) he conducted himself in good faith; and

(2) he reasonably believed (i) in the case, of conduct in his official capacity with the Corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and

(3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

(b) A Director’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement set forth in Section 1(a)(2)(ii) of this Article 9.

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent is not, of itself, determinative that the Director did not meet the standard of conduct described in this section.

(d) The Corporation shall not indemnify a Director under the following situations: (1) in connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or (2) in connection with any other proceeding charging improper personal benefit to him, whether or

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at the time parties to the proceeding; (2) if a quorum cannot be obtained under Section 5(b)(1) of this Article 9, 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 or more Directors not at the time parties to the proceeding; (3), by special legal counsel (i) selected by the Board of Directors or its committee in the manner prescribed in Sections 5(b)(1) or 5(b)(2) of this Article 9; or (ii) if a quorum of the Board of Directors cannot be obtained under Section 5(b)(1) of this Article 9 and a committee cannot be designated under Section 5(b)(2) of this Article 9, selected by a majority vote of the full Board of Directors (in which selection Director who are parties may participate); or (4) 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.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under Section 5(b)(3) of this Article 9 to select counsel.

Section 6. Indemnification of Officers. Employees and Agents. The Corporation may purchase and maintain insurance on behalf of an individual 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, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a Director, officer, employee or agent, whether or not the Corporation would have the power to indemnify him against the same liability under any provision of the North Carolina 1989 Business Corporation Act.

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ARTICLES OF AMENDMENT
Page 2

     6. These articles will be effective upon filing, unless a delayed time and date is specified:                                                                                 

     This the 28^th day of December, 1992.

VOCA Corporation of North Carolina

Name of Corporation

/s/ Vincent D. Pettinelli, President

Signature

Vincent D. Pettinelli, President

Type or Print Name and Title

NOTES:

1. Filing fee is $50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.

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ARTICLES OF INCORPORATION
OF
VOCA CORPORATION OF NORTH CAROLINA

     I, the undersigned natural person of the age of eighteen years or more, do hereby make and acknowledge these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina.

     1. The name of the corporation is Voca Corporation of North Carolina.

     2. The period of duration of the corporation shall be perpetual.

     3. The purpose or purposes for which the corporation is organized are to engage in any lawful activity permitted under the North Carolina Business Corporation Act, N.C.G.S. Section 55-1 et seq., and subsequent amendments thereto.

     4. The corporation shall have the authority to issue One Hundred Thousand (100,000) shares with a par value of one Dollar ($1.00) per share.

     5. The minimum amount of consideration for its shares to be received by the corporation before it shall commence business is One Hundred Dollars ($100.00) in cash or property of equivalent value.

     6. The shareholders of the corporation shall have no preemptive right to acquire additional or treasury shares of the corporation.

     7. The address of the initial registered office of the corporation in the State of North Carolina is Suite 200, 3201 Glenwood Avenue, Raleigh, Wake County, North Carolina 27612; and the name of its initial registered agent at such address is D. Royce Powell.

     8. The number of directors of the corporation may be fixed by the bylaws, but shall not be less than three (3), except as permitted by N.C.G.S. 55-25. The number of directors constituting the initial Board of Directors shall be four (4) and the names and addresses of the

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persons who are to serve as directors until the first meeting of shareholders, or until their successors be elected and qualified are:

Names	Addresses
Vincent D. Pettinelli	5943 MacEwen
	Dublin, Ohio 43017
Frank E. Murphy	4393 Shire Creek Court
	Hilliard, Ohio 43026
Ray C. Anderson	13971 Copperfield Lane
	Pickerington, Ohio 43147
Stephen Lewis	1937 Collingswood Road
	Columbus, Ohio 43221

     9. To the fullest extent permitted by the North Carolina Business Corporation Act as it exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director.

     10. The name and address of the incorporator is D. Royce Powell, Suite 200, 3201 Glenwood Avenue, Raleigh, Wake County, North Carolina 27612.

     IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of September, 1989.

/s/ D. Royce Powell

                    D. Royce Powell

STATE OF NORTH CAROLINA
COUNTY OF WAKE

     I, Sunny Frazier, a Notary Public, do hereby certify, that D. ROYCE POWELL personally appeared before me this 28th day of September, 1989, and acknowledged the due execution of the foregoing Articles of Incorporation.

/s/ Sunny Frazier

Sunny Frazier

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My Commission expires:
My commission expires 11-14-93

NOTARY

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EX-3.175 115 l18301aexv3w175.htm EXHIBIT 3.175

Exhibit 3.175

BYLAWS

OF

VOCA CORPORATION OF NORTH CAROLINA

ARTICLE I.

OFFICES

     Section 1. Principal Office. The principal office of the corporation shall be located at 1350 West Fifth Avenue, Suite 214, Columbus, Ohio 43212.

     Section 2. Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina 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 North Carolina, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.

ARTICLE II.

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 North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.

     Section 2. Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 3. Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these by laws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article II. 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 may be called at any time by the President, Secretary or Board of Directors of the corporation, or by any shareholder pursuant to the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

     Section-5. Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than ten nor more than fifty days before the date of any shareholders’ meeting, either personally or by mail, by or at the direction of the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided that such notice must be given not less than twenty days before the date of any meeting at which a merger or consolidation is to be considered. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the record of shareholders of the corporation, with postage thereon prepaid.

     In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless such a statement is required by the provisions of the North Carolina Business Corporation Act.

     When a meeting is adjourned for thirty 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 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. Voting Lists. At least ten days before each meeting of shareholders the Secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and number of shares held by each, which list shall be kept on file at the registered office of the corporation for a period of ten days prior to such meeting, and shall be subject to inspection by any shareholders at any time during the usual business hours. This list shall also be produced and kept open at time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

     Section 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, except that at a substitute annual meeting of shareholders the number of shares there represented either in person or by proxy, even though less than a majority, shall constitute a quorum for the purpose of such meeting.

     The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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     In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a vote of the majority of the shares voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

     Section 8. Voting of Shares. Subject to the provisions of Section 4 of Article III, each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

     Except in the election of directors as governed by the provisions of Section 3 of Article III, the vote of a majority of the shares voted 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 charter or bylaws of this corporation.

     Shares of its own stock owned by the corporation, directly or indirectly, through a subsidiary corporation or otherwise, or held directly or indirectly in a fiduciary capacity by it or by a subsidiary corporation, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares at a given time.

     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 as part of the corporate records.

ARTICLE III.

BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

     Section 2. Number, Term and Qualification. The number of directors constituting the Board of Directors shall be four except as permitted by N.C.G.S. 55-25 as it is written on the date of the adoption of these bylaws. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor shall have been elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the corporation.

     Section 3. Election of Directors. Except as provided in Section 6 of this Article III, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

     Section 4. Cumulative Voting. Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote, or

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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. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the directors starts, his intention so to vote cumulatively; and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall thereupon grant a recess of not less than one nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.

     Section 5. Removal. Any directors may be removed at any time with or without cause by a vote of the shareholders holding a majority of the outstanding shares entitled to vote at an election of directors. However, unless the entire Board is removed, an individual director shall not be removed when the number of shares voting against the proposal for removal would be sufficient to elect a director if such shares could be voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting.

     Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director. 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 authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose.

     Section 7. Chairman of the Board. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

     Section 8. Compensation. The Board of Directors may compensate directors for their services as such and may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board.

ARTICLE IV.

MEETINGS OF DIRECTORS

     Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

     Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Such a meeting may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

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     Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice.

     The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.

     Section 4. Waiver of Notice. Any director may waive notice of any meeting. The attendance by 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.

     Section 5. Quorum. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

     Section 6. Manner of Acting. Except as otherwise provided in these bylaws, 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. 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 contrary vote is recorded or his dissent is otherwise 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 8. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

ARTICLE V.

EXECUTIVE COMMITTEE

     Section 1. Creation. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these bylaws, may designate two or more directors to constitute an Executive Committee, which committee, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. The designation of any committee, and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.

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     Section 2. Vacancy. Any vacancy occurring in an Executive Committee shall be filled by a majority of the number of directors fixed by these bylaws at a regular or special meeting of the Board of Directors.

     Section 3. Removal. Any member of an Executive Committee may be removed at any time with or without cause by a majority of the number of directors fixed by these bylaws.

     Section 4. Minutes. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.

     Section 5. Responsibility of Directors. The designation of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof, of any responsibility or liability imposed upon it or him by law.

     If action taken by an Executive Committee is not thereafter formally considered by the Board, a director may dissent from such action by filing his written objection with the Secretary with reasonable promptness after learning of such action.

ARTICLE VI.

OFFICERS

     Section 1. Officers of the Corporation. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

     Section 2. Election and Term. The officers of the corporation shall be elected by the Board of Directors and each officer shall hold office until his death, resignation, retirement, removal, disqualification or his successor shall have been elected and qualified.

     Section 3. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors and no officer shall serve the corporation in any other capacity and receive compensation therefor unless such additional compensation be authorized by the Board of Directors.

     Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board 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 5. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

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     Section 6. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders. He shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general he 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 7. Vice-Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-Presidents in the order of their length of service as Vice-Presidents, unless otherwise determined 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.

     Section 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of shareholders, of the Board of Directors and of all Executive Committees 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 or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors, (f) have general charge of the stock transfer books of the corporation; (g) keep or cause to be kept in the State of North Carolina at the corporation’s registered office or principal place of business a record of the corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared voting lists prior to each general meeting of shareholders as required by law; and (h) 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 9. Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, 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. They shall perform such other duties as may be assigned to them by the Secretary, by the President, or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice-President, certificates for shares of the corporation.

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     Section 10. Treasurer. The Treasurer 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 depositories as shall be selected in Accordance with the provisions of Section 4 of Article VII of these bylaws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors, or by these bylaws.

     Section 11. Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless otherwise determined by the Board of Directors, 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. They shall perform such other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors.

ARTICLE VII.

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 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 and Drafts. All checks, drafts or other 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 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 depositories as the Board of Directors may select.

ARTICLE VIII.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. The corporation shall issue and deliver to each shareholder certificates representing all fully paid shares owned by him. Certificates shall be signed by the President or a Vice-President and by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All certificates for shares shall be

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consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number and class of shares and the date of issue, shall be entered on the stock transfer books of the corporation.

     Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and on surrender for cancellation of the certificate for such shares.

     Section 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 claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the certificate of stock to have: been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors shall require that the owner of such lost or destroyed certificate, of his legal representative, give the corporation a bond in such sum as the Board may direct as indemnity against any claims that may be made against the corporation with respect to the certificate claimed to have been lost or destroyed, except where the Board of Directors by resolution finds that in the judgment of the directors the circumstances justify omission of a bond.

     Section 4. 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 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 record date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten 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.

     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 except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

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     Section 5. Holder of Record. The corporation may treat as absolute owner of shares the person in whose name the shares stand of record on its books just as if that person had full competency, capacity and authority to exercise all rights of ownership irrespective of any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate except that any person furnishing to the-corporation proof of his appointment as a fiduciary shall be treated as if he were a holder of record of its shares.

     Section 6. Treasury Shares. Treasury shares of the corporation shall consist of such shares as have been issued and thereafter acquired but not cancelled by the corporation. Treasury shares shall not carry voting or dividend rights.

ARTICLE IX.

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 cash, property, or its own shares pursuant to law and subject to the provisions of its charter.

     Section 2. Seal. The corporate seal of the corporation shall consist of-two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation.

     Section 3. Waiver of Notice. Whenever any notice is required to be given to any shareholder or director by law, by the charter 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 equivalent to the giving of such notice.

     Section 4. Fiscal Year. The fiscal year of the corporation shall end on December 31st of each year.

     Section 5. Repayment of Disallowed Salary and Expenses. Any payments made by the corporation to an officer of the corporation, such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him which shall be disallowed in whole or in part as a deductible expense of the corporation by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from its future compensation payments until the amount owed to the corporation has been recovered.

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     Section 6. Amendments. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors.

     The Board of Directors shall have no power to adopt a bylaw: (1) prescribing quorum or voting requirements for action by shareholder or directors different from those prescribed by law; (2) increasing or decreasing the number of directors; or (3) classifying and staggering the election of directors.

     No bylaw adopted or amended by the shareholders shall be amended or repealed by the Board of Directors, except to the extent that such bylaw expressly authorizes its amendment or repeal by the Board of Directors.

     Notice of the foregoing restrictions shall be noted conspicuously on the face or back of each and every certificate for shares issued by the corporation.

     Section 7. Indemnification. The Corporation will indemnify all of its officers, directors, employees and agents against liability and litigation expenses, including reasonable attorneys’ fees, arising out of their status as such or their activities.. in any of the foregoing capacities. The Corporation will not indemnify any person against liability or litigation expenses he may incur on account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the Corporation. Any officer, director, employee or agent who is entitled to indemnity under this provision or under any other law from the Corporation may recover from the Corporation his reasonable costs, expenses and attorneys’ fees in connection with the enforcement of his rights to the indemnification set forth herein. Any person claiming a right of indemnification under this provision or under law shall have the right to a hearing before the entire Board of Directors of the Corporation, at which all relevant evidence shall be heard, and the decision of the Board of Directors as to the eligibility of such person. for indemnification hereunder shall be decided within twenty (20) days after. the date of such hearing. This provision shall not affect any person’s rights under any law to contest the Corporation’s denial of this entitlement to indemnification hereunder.

     The intent of this Bylaw provision is to afford indemnification to the Corporation’s directors, officers, employees and agents to the fullest extent allowed under the laws of the State of North Carolina, specifically including Sections 55-19, 55-200 and 55-21 of the General Statutes of North Carolina, or any successor provision of the law.

     I, Stephen Lewis, do hereby certify that I am the duly elected and qualified Secretary of VOCA Corporation of North Carolina, a corporation organized under the laws of the State of North Carolina, and that the foregoing is a true and correct copy of the bylaws adopted by unanimous consent of the Board of Directors in accordance with law and the Articles of Incorporation of said corporation on the 28th day of September, 1989.

     WITNESS WHEREOF, I have affixed my name as Secretary and have caused the corporate seal of said corporation to be hereunto affixed this 28th day of September, 1989.

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/s/ Stephen Lewis  

Stephen Lewis 

Secretary 

(Corporate Seal)

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EX-3.176 116 l18301aexv3w176.htm EXHIBIT 3.176

Exhibit 3.176

ARTICLES OF INCORPORATION
OF
VOCA CORPORATION OF OHIO

     The undersigned, desiring to form a corporation for profit under the Ohio General Corporation Law, does hereby certify:

     FIRST: The name of the corporation shall be VOCA CORPORATION OF OHIO.

     SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is Columbus, Franklin County, Ohio.

     THIRD: The purpose or purposes for which the corporation is formed are to engage in any lawful act or activity for which a corporation may be formed under Sections 1701.01 to 1701.98, inclusive of the Ohio Revised Code.

     FOURTH: The Corporation shall be authorized to issue Seven Hundred Fifty (750) shares of common stock with no par value.

     FIFTH: The Corporation by its directors, may purchase or redeem shares of any class of stock issued by it at such price and upon such terms as may be agreed upon between the directors and the selling shareholder or shareholders.

     SIXTH: A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a seller,. purchaser or otherwise, nor shall any contract or transaction be void or voidable with respect to the Corporation for the reason that it is between the Corporation and one or more of its directors or officers or between the Corporation and any other person in which one or more of its directors or any officers are directors, trustees, or officers, or have a financial or personal interest, or for the reason that one or more interested directors or officers participate in or vote at the meeting of the directors or a committee thereof which authorizes such contract or transaction, if in any such case: (a) the material facts as to his

or their relationship or interests and as to the contract or transaction are disclosed or are known to the directors or the committee and the directors or committee, in good faith reasonably justified by such facts, authorize the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum, or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholder entitled to vote thereon and the contract or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitled them to exercise a majority of the voting power of the Corporation held by persons not interested in the contract or transaction; or (c) the contract or transaction is fair as to the corporation as of the time it is authorized or approved by the directors, a committee thereof, or the shareholders. Common or interested directors may he counted in determining the presence of a quorum at a meeting of the directors, or a committee thereof which authorizes the contract or transaction.

     SEVENTH: Each person who at any time is or shall have been a director, officer, employee or agent of the Corporation or is or shall have been serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and his or her heirs, executors and administrators, shall be indemnified by the corporation in accordance with and to the full extent permitted by the Ohio Corporation Act [Revised Code Section 1701.13(E)] as in effect at the time of the filing of these articles, or as amended from time to time thereafter. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any director, trustee, officer, employee, agent or other person may be entitled in any capacity as a matter of law or under any regulation, agreement, vote of shareholders or directors, or otherwise. If authorized by the Board of

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Directors, the Corporation may purchase and maintain insurance against liability on behalf of any such person to the full extent permitted by law in effect at the time of the filing of these Articles or as changed from time to time.

     IN WITNESS WHEREOF, the undersigned has hereunto subscribed its name this 28th day of February, 1989.

	VOCA CORPORATION OF OHIO
	/s/
By:	Vincent D. Pettinelli
	INCORPORATOR

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CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
VOCA CORPORATION OF OHIO

     Vincent D. Pettinelli, President, and Anne M. Sturtz, Secretary, of VOCA Corporation of Ohio, an Ohio corporation. with its principle office located at 5555 Parkcenter Circle, Suite 203. Dublin, Ohio 43017-3586, do hereby certify that pursuant to Ohio Revised Code Section 1701.01, an instrument in writing signed by the holder of all of the shares of the corporation entitling them to vote on the proposal to amend the Articles of incorporation, as contained in the following resolution, was duly executed by all of such shareholders pursuant to the authority of Ohio Revised Code Section 1701.54, as of December ___, 1992, and that, pursuant to which, by affirmative vote of the holders of shares entitling their to exercise all of the voting power of the corporation on such proposal, the following resolutions were adopted to amend the Articles:

     RESOLVED, that Article SECOND be deleted in its entirety and the following replaced therefor:

     SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is Dublin, Franklin County, Ohio.

     RESOLVED FURTHER, that Article SEVENTH be amended in its entirety to read as follows:

     SEVENTH: Indemnification and Limitation of Liability:

     Section 1. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee. officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 he in or not opposed to he best interests of the Corporation, and with respect to any matter the subject of a criminal, action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding or Judgment, order, settlement, or conviction, or upon a plea of nolo contendere, or its equivalent, shall not, itself, create a resumption that the person did not act 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 matter the subject of criminal action, suit or proceeding that he had reasonably cause to believe that his conduct was unlawful.

     Section 2.                     any person was or is a party, or is threatened to be made a                                         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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, the Corporation shall indemnify such person against expenses, including attorney’s 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 indemnifications shall be made in respect of any of the following: (i) any claim, issue, or matter us to which such person is adjudged to be liable for misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas, or the court in which such action or suit was brought, determines 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 as the court of common pleas or such other court shall deem proper; or (ii) any action or suit in which he only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.

     Section 3. To the extent that a director, trustee, officer; employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article SEVENTH, or in defense of any claim, issue, of matter therein, the Corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

     Section 4. Any indemnification under Sections 1 and 2 of this Article SEVENTH, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article SEVENTH. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified within the past five (5) years, (iii) by the shareholders, or (iv) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under clause (i) of this Section 4 or by independent legal counsel under clause (ii) of this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the Corporation referred to in Section 2 of this Article SEVENTH, and within ten (10) days after the receipt of such notification, such person shall have the right to petition the court of common pleas of the court in which such action or suit was brought to review the reasonableness of such determination.

     Section 5. (a) Unless the only liability asserted against a director in an action, suit or proceeding referred to in Sections 1 and 2 of this Article SEVENTH is pursuant to Section 1701.9; of the Ohio Revised Code, expenses, including attorneys’ fees, incurred by a director in defending the action. suit, or proceeding, shall be paid by the Corporation as they are incurred, in advance of

the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (A) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; and (B) reasonably cooperate with the Corporation, concerning the action, suit or proceeding.

     (b) Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of this Article SEVENTH may be paid by the Corporation as they arc incurred in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific Case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, if it ultimately is determined that he is not entitled to he indemnified by the Corporation.

     Section 6. Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the Corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the Corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the Corporation; provided, however, that, unless alt directors are interested, the interested directors shall not participate and a quorum shall he one-third of the disinterested directors.

     Section 7. The indemnification authorized by this Article SEVENTH shall not be exclusive of, and shall be in addition to, any other rights granted to these seeking indemnification under the Articles of Incorporation or 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. and shall continue as to a person who has ceased to be a director, trustee officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     Section 8. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance or behalf of or for 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 ___ corporation, domestic or foreign.                                                                                   partnership, joint venture                      or other enterprise against any liability asserted against him and incurred by hint in any such capacity, or arising out of his status as such, whether or not the Corporation would have indemnified him against such liability

under this Article SEVENTH. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

     Section 9. The authority of the Corporation to indemnify persons pursuant to Sections 1 and 2 of this Article SEVENTH does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to Sections 5, 6, 7 and 8 of this Article SEVENTH. Sections 1 and 2 of this Article SEVENTH do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6, 7 and 8 of this Article SEVENTH.

     Section 10. (a) No person shall be found to have violated his duties to the Corporation as director of the Corporation in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the Corporation; (ii) a termination or potential termination of his service to the Corporation as a director; or (iii) his service in any other position or relationship with the Corporation), unless it is proved by clear and convincing evidence that the director has not acted: (i) in good faith; (ii) in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; or (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding he foregoing, nothing contained in this paragraph (a) limits the relief available under Section 1701.60 of the Ohio Revised Code.

     (b) In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the Corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the directors upon which he does not serve, duly established in accordance with the provisions of the Corporation’s Regulations, as to matters within its designated authority. which committee the director reasonably believes to merit confidence.

     (c) A director in determining what he reasonably believes to be in the best interests of the Corporation shall consider the interests of tine Corporation’s shareholders and, in his discretion, may consider (i) the interests of the Corporation’s employees, suppliers, creditors and customers; (ii) the economy of state and nation; (iii) community and societal considerations; and (iv) the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the Corporation.

     (d) A director shall be liable in damages for any action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a

Court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interest of the Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.00 of the Ohio Revised Code.

     Section 11. As used in Article SEVENTH, references to the Corporation include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such a constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, shall include the feminine gender.

     FURTHER RESOLVED, that Article EIGHTH be added in the Amended Articles of Incorporation to read as follows:

     EIGHTH: There shall be no cumulative voting rights with respect to shares of the Corporation’s common Stock, with no par value per share.

     IN WITNESS WHEREOF, Vincent D. Pettinelli, President, and Anne M. Sturtz, Secretary, of VOCA Corporation of Ohio acting on behalf of the corporation, have hereunto subscribed their names as of the ___ day of December, 1992.

VOCA CORPORATION OF OHIO
By	/s/ Vincent D. Pettinelli
	Vincent D. Pettinelli, President
By	/s/ Anne M. Sturtz
	Anne M. Sturtz, Secretary

EX-3.177 117 l18301aexv3w177.htm EXHIBIT 3.177

Exhibit 3.177

CODE OF REGULATIONS
OF
VOCA CORPORATION OF OHIO

ARTICLE I

SHAREHOLDERS

     SECTION 1.1. Annual Meeting. An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2. Special Meeting. A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of the meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least fourteen (14) and not more than sixty-five .(65) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Ohio, as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notices or waivers of notice thereof.

     SECTION 1.4. Notice of Meetings.

     Every shareholder shall furnish the secretary of the company with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than 7 days before nor more than 60 days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

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     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meetings of shareholders in accordance with Section 1.13.

     Every notice of a special shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the company, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the company shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

1)	Roll call;
2)	Appointment of inspectors of election, if requested;
3)	Proof of notice of meeting or waiver thereof;

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	A QUORUM BEING PRESENT:
4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6)	Report of officers, if any;
7)	Reports of committees, if any;
8)	Election of directors, if any;
9)	Unfinished business, if any; and
10)	New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9. Voting.

     Each holder of a share or shares of the class or classes entitled to vote by law or the articles of incorporation shall be entitled to vote in person or by proxy for each such share registered in his or her name on the books of the company. As provided in Section 1.12 of this Article, a record date for determining which shareholders are entitled to vote at any meeting may be fixed.

     Shares of its own stock belonging to the company shall not be voted directly or indirectly. Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. A shareholder whose voting shares are pledged shall be entitled to vote the shares standing in his or her name on the books of the company.

     Upon a demand for a share vote upon any question by any shareholder present in person or by proxy at any meeting and entitled to vote thereat, such share vote shall be by ballot. Each ballot shall be signed by the shareholder voting or in his or her name by proxy if there be such proxy, and shall state the number of shares voted by him or her. Otherwise, share votes shall be made orally.

     SECTION 1.10 Proxies

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent to or give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of Section 1701.48 of the Ohio Revised Code or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

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     SECTION 1.11 Inspectors of Election.

     Inspectors of election may be appointed and act as provided in Section 1701.50 of the Ohio Revised Code or any future statute of like tenor or effect.

     SECTION 1.12 Fixing Record Date.

     The board of directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the. books of the company after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.13. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of the shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.14. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of Ohio, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

Board of Directors

     SECTION 2.1 General Powers of Board.

     The powers of the company shall be exercised, its business and affairs shall be conducted and its property shall be controlled by the board of directors, except as otherwise provided by the law of Ohio, the articles or these regulations.

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     SECTION 2.2 Number and Qualifications.

     The number of directors, none of whom need be shareholders of the company, shall not be fewer than three nor more than seven; provided, however, that if the company at any time has less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. The precise number of directors may be fixed and from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At each meeting of the shareholders for the election of directors at which a quorum is present, those persons constituting a majority of the number of directors to be elected receiving the greatest number of common share votes, and those other persons receiving the greatest number of total votes shall be the directors. Any shareholder may cumulate his or her vote at an election of directors upon fulfillment of the conditions prescribed in Section 1701.55 of the Ohio Revised Code or any future statute of like effect.

     SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed, dies or is adjudged mentally incompetent, each directors shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the company. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

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     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole authorized board. A vacancy, exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8. Bylaws

     The Board of Directors may adopt a code of bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meetings and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of these regulations.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the board of directors. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10 Removal of Directors.

     Any directors may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11 Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of Ohio, the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE 3

Officers

     SECTION 3.1. Number and Titles.

     The officers of the company shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant

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treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof. No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the company shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the company shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned or is removed. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3 Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the company may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to

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which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or, superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5. Resignations

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the company shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the company’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the company may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8. subject to the control of the board of directors. The president shall superintend and manage the business of the company; coordinate and supervise the employees; fix the compensation of, discipline and discharge its personnel; employ agents, professional advisers and consultants; and perform all functions of a general manager of the company’s business. He or she may sign certificates for shares in the company as provided in Section 1701.24 of the Ohio Revised Code or any other pertinent statute. He or she may sign, execute, and deliver in the name of the company all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the company’s normal

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business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the company or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the company to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of directors may designate.

     SECTION 3.11. The Treasurer. The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the company; receive and give receipts for amounts payable to the company from any sources whatsoever; deposit all monies in the name of the company in such depositaries pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositaries of the company signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the company from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transactions of the company and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the company and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and
(e)	Present to the shareholders at each annual meeting or the meeting held in lieu of it, the financial statements required by Section 1701.38 of the Ohio Revised Code or any future statute of like effect and furnish copies of the statements to the shareholders as required by Section 1701.38 or any future statute.

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     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

     SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13 The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders 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 these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the company and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board directors may appoint, of the issue, transfer and registration of certificates for shares in the company and of the records thereof. Such records shall reflect the number of shares in the company issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each became the holder thereof;
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificates at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.13 above, certified by the officer or agent in charge of the transfer of shares;

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(h)	Sign (or see that the treasurer or other proper officer of the company authorized by the board of directors signs) with the president or vice president, certificates for shares in the company;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, by the president or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, president or the board of directors may designate.

ARTICLE 4

Shares and Their Transfer

     SECTION 4.1. Certificates for Shares.

     Every owner of one or more shares in the company shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the company owned by him or her. The certificates of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the company by the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the company shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate surrendered to the company for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificates until such existing certificates shall have been so cancelled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the company shall be made only on the books of the company by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the company or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the company shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

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     SECTION 4.3. Regulations.

     The board of directors may make such rules and regulations as it may deem expedient, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules and regulations to be effective shall be incorporated in the Bylaws. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced, or mutilated but is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it cancelled and a new certificate issued in its place. The holder of any shares shall immediately notify the company if a certificate shall be lost, destroyed, or mutilated beyond recognition and the company may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the company a bond with such surety or sureties and in such sum as it shall direct, to indemnify the company and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of Ohio.

ARTICLE 6

Examination of Books by Shareholders

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts, and documents of the company shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in the Bylaws. No shareholder shall be denied any right to inspect any book record, account or document of the company as specified in Section 1701.37 of the Ohio Revised Code or any other Ohio law. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours for business be open to examination of every shareholder at the principal office or place of business of the company.

ARTICLE 6

Dividends, Surplus, Etc.

     The board of directors may declare dividends on the shares in the company whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the company render advisable. Dividends may be declared subject to the provisions of

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the articles of incorporation and of these regulations and to the extent and as permitted by Section 1701.33 of the Ohio Revised Code or any future statute of like tenor or effect.

     The board of directors at any time may cause the company to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes, or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the company unless such dividend or purchase or acquisition will not breach any contract or convenants of the company and it is reasonably believed that after such dividend or purchase or acquisition, the company will be able to pay its obligations as they become due in the usual course of its affairs, and such dividend or purchase or acquisition will not cause the assets of the company to be less than its liabilities plus stated capital. The company shall not speculate in its own shares or in the shares of any affiliated company.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the company’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the company. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 6, shall be deemed to have been so set aside by the board of directors for one or more of said purposes.

ARTICLE 7

Seal

     The board of directors may provide a corporate seal, which shall bear the full name of the company.

ARTICLE 8

Amendment of Regulations

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

END -— CODE OF REGULATIONS

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EX-3.178 118 l18301aexv3w178.htm EXHIBIT 3.178

Exhibit 3.178

ARTICLES OF INCORPORATION

OF

VOCA CORPORATION OF WEST VIRGINIA, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia, adopts the following Articles of Incorporation for such corporation. FILED IN DUPLICATE:

     I. The undersigned agrees to form a corporation by the name of VOCA Corporation of West Virginia, Inc.

     II. The address of the principal office of said corporation will be 1350 West Fifth Avenue, Suite 214, Columbus, Ohio, 43212.

     III. The purpose or purposes for which this corporation is formed are as follows:

     To purchase, to receive by way of gift, subscribe for, invest in, and in all other ways acquire, import, lease, possess, maintain, handle on consignment, own, hold for investment or otherwise use, enjoy, exercise, operate, manage, conduct, perform, make, borrow, guarantee, contract in respect of, trade and deal in, sell, exchange, let, lend, export, mortgage, pledge, deed in trust, hypothecate, encumber, transfer, assign, and in all other ways dispose of, design, develop, invent, improve, equip, repair, alter, fabricate, assemble, build, construct, operate, manufacture, plant, cultivate, produce, market, and in all other ways (whether like or unlike any of the foregoing) deal in and with property of every kind and character, real, personal or mixed, tangible or intangible, wherever situate and however held, including, but not limited to, money, credits, choses in action, securities, stocks, bonds, warrants, script, certificates, debentures, mortgages, notes, commercial paper and other obligations and evidences of interest in or indebtedness of any person, form or corporation, foreign or domestic, or of any government or subdivision or agency thereof, documents of title, and accompanying rights, and every other kind

1

and character of personal property, real property, improved and unimproved, and the products and avails thereof, and every character of interest therein and appurtenances, thereto, including, but not limited to, mineral, oil, gas and water rights, all or any part of any going business and its incidents, franchises, subsidies, charters, concessions, grants, rights, powers or privileges, granted or conferred by any government or subdivision or agency thereof, and any interest in or part of any of the foregoing, and to exercise in respect thereof all of the rights, powers, privileges, and immunities of individual owners or holders thereof.

     To hire and employ agents, servants and employees, and to enter into agreements of employment and collective bargaining agreements, and to act as agent, contractor, trustee, factor or otherwise, either alone or in company with others.

     To promote or aid in any manner, financially or otherwise, any person, firm, association or corporation, and to guarantee contracts and other obligations.

     To let concessions to others to do any of the things that this corporation is empowered to do, and to enter into, make, perform and carry out contracts and arrangements of every kind and character with any person, firm, association or corporation, or any government or authority or subdivision or agency thereof.

     To carry on any business whatsoever that this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or that it may deem calculated, directly or indirectly, to improve the interests of this corporation, and to do all things specified in Chapter 31 of the West Virginia Code, and to have and to exercise all powers conferred by the laws of the State of West Virginia on corporations formed under the laws, pursuant to which and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended, and to do any and all things hereinabove set forth to the

2

same extent and as fully as natural persons might or could do, either alone or in connection with other persons, firms, associations or corporations, and in any part of the world.

     To acquire all necessary franchises, licenses, grants or permits or other evidence of authority to carry on any of the business of the corporation, and to sell, transfer, assign or otherwise dispose of, in any manner allowed or provided by law, said franchises, licenses, grants, permits or other evidences of authority.

     To adjust, compromise and settle claims of all kinds arising out of the operation and conduct of any business of the corporation and to do and perform all such other acts, things and business as may be necessary, incidental to or convenient in and about the conduct of such business.

     To accept in payment of its contracts, services or products, money, notes, bonds, corporate stocks and other properties, real or personal, and to have the right to sell, lease, transfer, assign, convey, pledge, mortgage and otherwise dispose of the same.

     To borrow money for any of the purposes of the corporation and to issue therefor its bonds, debentures, revenue bonds, notes and other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, income, revenue, franchises, rights and privileges of every kind and nature, or any part thereof or interest therein.

     To purchase, acquire, hold, sell, transfer, assign, convey, pledge or mortgage its own stock, bonds or other obligations or securities, and the stock, bonds, and other obligations and securities of other corporations, co-partnerships and individuals, and to vote the stock of any other corporation so acquired and owned and held as aforesaid.

     The foregoing statement of purposes shall be construed as a statement of both purposes

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and powers, shall be liberally construed in aid of the powers of this corporation, and the powers and purposes stated in each clause shall, except where otherwise stated, be in nowise limited or restricted by any term or provision of any other clause, and shall be regarded not only as independent purposes, but the purposes and powers stated shall be construed distributively as each object expressed, and the enumeration as to specified powers shall not be construed as to limit in any manner the aforesaid general powers, but are in furtherance of, and in addition to and not in limitation of said general powers.

     IV. Provisions for the regulation of the internal affairs of the corporation are:

     No Director of the corporation shall be held personally liable for his act or acts as Director of the corporation. The power of making and altering the bylaws of the corporation is hereby conferred upon the Directors, subject to the right of the stockholders of the corporation to alter or repeat bylaws made by the Directors under the powers so conferred; provided, however, that the bylaws themselves may provide that such bylaws are to be only altered or repealed by the stockholders.

     V. The amount of the total authorized capital stock of said corporation shall be One Hundred and 00/100 Dollars ($100.00), which shall be divided into One Hundred (100) shares without par value, of One and 00/100 Dollars ($1.00) each.

     VI. The name and address of the incorporators and the number of shares subscribed for are as follows:

Name	Address	No. of Shares
Vincent D. Pettinelli	5943 Macewen Court Dublin, Ohio 43017		50
Frank E. Murphy	4393 Shire Creek Court      Columbus, Ohio 43220		50

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     VII. The name and address of the appointed person to whom notice or process may be sent: Patrick D. Deem, Esquire, P.O. Box 2190, Clarksburg, West Virginia, 26301.

     VIII. The number of Directors constituting the initial Board of Directors of the corporation is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of shareholders or until his successor is elected and shall qualify are:

Name	Address
Vincent D. Pettinelli	5943 Macewen Court Dublin, OH 43017
Frank E. Murphy	4393 Shire Creek Court Columbus, OH 43220
Timothy J. Vogel	7397 Palmleaf Lane Columbus OH 43085
Stephen Lewis	2937 Collingswood Road Columbus, OH 43221

     THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file these Articles of Incorporation, and have accordingly hereunto set their hands, this                                          day of                                                                                  , 1987.

/s/ Vincent D. Pettinelli  

Vincent D. Pettinelli 

/s/ Frank E. Murphy  

Frank E. Murphy 

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STATE OF OHIO,

COUNTY OF                                         , TO-WIT:

     I,                                                                                                                           , a notary public of said county, do certify that Vincent D. Pettinelli and Frank E. Murphy who signed the writing above, being date the                      day of                                         , 1987, has this day acknowledged the same before me in my said county.

Given under my hand this                      day of                                         , 1987.

My commission expires:                                                             

/s/ Valerie E. Harmon Pike  

VALERIE E. HARMON PIKE 

NOTARY PUBLIC — State of Ohio
My Commission Expires Dec. 22, 2990

This instrument was prepared by:

Steptoe & Johnson
Patrick D. Deem
Clarksburg, West Virginia

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KEN HECHLER
Secretary of State
State Capitol, W-139
Charleston, WV 25305
(304) 342-8000

WEST VIRGINIA

ARTICLES OF INCORPORATION

PROFIT AMENDMENT

     Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its articles of Incorporation:

     FIRST: The name of the corporation is VOCA Corporation of West Virginia, Inc.

     SECOND: The following Amendment(s) to the Articles of Incorporation was adopted by the shareholders (Note 1) of the corporation on December ___, 1992, in the manner prescribed by Section 107 and 147, Article 1, Chapter 31.

          (See attached)

     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 was 100.

     FOURTH: The designation and number of outstanding shares of each class entitled to vote, as a class were as follows:

CLASS	Number of Shares
Common Stock		100

     FIFTH: The number of shares voted for such amendment(s) was 100; and the number of shares voted against such amendment(s) was 0.

     SIXTH: The number of shares of each class entitled to vote as a class voted for and against such amendment(s) was:

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CLASS	Number of Shares Voted
	For		Against
Common Stock		100		0

     SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment(s) shall be effected, is as follows: None

Dated            December 29th, 1992

VOCA Corporation of West Virginia
By:	Vincent D. Pettinelli
	Its:                                          President
and	Anne M. Sturtz
	Its:                                          Secretary

STATE OF OHIO

COUNTY OF FRANKLIN

     I, Kristine Durban, a Notary Public, do hereby certify that on this 29th day of December, 1992, personally appeared before me, Vincent D. Pettinelli, who being by me first duly sworn, declared that he is the President of VOCA Corporation of West Virginia that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

/s/ Kristine Durban           Notary Public

My commission expires: 10-10-95

(NOTARIAL SEAL)

NOTES: 1. Change to “board of directors” if no shares have been issued.

Articles of Amendment
     prepared by:
Name Jeffrey D. Meyer
Address Beech, Friedlander, Copland & Runoff
                    88 East Broad Street, Suite 900
                    Columbus, Ohio 43215

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Article V of the articles of Incorporation of the Corporation shall be amended in its entirety to read as follows:

V. Te amount of the total authorized capital stock of said Corporation shall be Five Thousand and 00/100 Dollars ($5,000.00), which shall be divided into Five Thousand (5,000) shares with par value of One and 00/100 Dollars ($1.00) each.

Article IX shall be added in the Articles of Incorporation of the Corporation to read as follows:

IX. Shareholders shall have preemptive rights with respect to shares of the Corporation’s common stock, One Dollar ($1.00) par value per share.

Article X shall be added in the Articles of Incorporation of the Corporation to read as follows:

X. Indemnification and Limitation of Liability:

Section 1. In case any person was or is a party, or is threatened to be made a party, to any threatened, pending, 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 serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a pleas of nolo contendere or its equivalent, shall not, itself, create a presumption that the person did not act 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 mater the subject of a criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Section 2. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, the Corporation shall indemnify such person against expenses, including attorney’s 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 interest of the Corporation, except that no indemnifications shall be made in respect of the following: any claim, issue, or matter as to which such person is adjudged to be liable for misconduct in the performance of his

9

duty to the Corporation unless and only to the extent that the court in which such action or proceeding was brought determines 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 as such court shall deem proper.

Section 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 3 of this Article X, or in defense of any claim, issue, or matter therein, the Corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

Section 4. Any indemnification under Sections 1 and 2 of this Article X, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article X. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified within the past five (5) years, or (iii) by the shareholders.

Section 5. Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action suit or proceeding referred to in Sections 1 and 2 of this Article X may be paid by the Corporation as they are incurred in advance of the final disposition of the action, suit or proceeding as authorized b the directors in the specific case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the Corporation.

Section 6. Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the Corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the Corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the Corporation; provided, however, that, unless all directors are interested, the interested directors shall not participate and a quorum shall be one-third of the disinterested directors.

Section 7. The indemnification authorized by this Article X shall not be exclusive of,

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and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in other capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the hears, executors, and administrators of such person.

Section 8. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 indemnified him against such liability under this Article X.

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EX-3.179 119 l18301aexv3w179.htm EXHIBIT 3.179

Exhibit 3.179

VOCA CORPORATION OF WEST VIRGINIA, INC.

BYLAWS

ARTICLE I

     Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect dir- — v at or within such time, shall not work forfeiture or a dissolution of the Corporation and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings. Special meetings of stockholders, other than those regulated by statute, may be called at any time by a majority of the Directors or the president and secretary, and must be called by the president upon written request of the holders of 10 per cent of the outstanding shares entitled to vote at such special meeting. Written notice of such meetings stating the place within or without the State of Ohio, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given not less than five nor more than forty days before the date set for the meeting. The notice shall be given to each stockholder of record in the same manner as notice of the annual meeting. No business other than that specified in the notice of meeting shall be transacted at any such special meeting. Notice of special meetings may be waived by submitting a signed waiver or by attendance at the meeting.

     Section 3. Notice of Meetings. Notice of either annual or special meetings of the stockholders shall be given by mailing to each stockholder of record at his last known post office address, postage prepaid, at least five days prior to the date of the meeting, a written notice thereof, or by notice by publication once a week for two successive weeks in some newspaper of general circulation published in the City of Columbus, State of Ohio. Such notice shall state the time and place of the meeting. The call for the meeting, if made by stockholders, shall be signed by the stockholders making the call. If the call be made by the Board of Directors, it shall be signed by the president, a vice-president or the secretary of the corporation. If the call be made by the president and secretary, it shall be signed by both of them. The notice of special meetings of the stockholders shall state the business to be transacted, and no business other than that included in the notice or incidental thereto shall be transacted at any such meeting. Notice of the time, place or purpose of any meeting of stockholders may be dispensed with if each stockholder shall attend either in person or by proxy or if every absent stockholder shall, in writing filed with the records of the meeting, either before or after the holding thereof, waive such notice, any such meeting may be held at any time and place that the stockholders agree upon.

     Section 4. Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote thereat shall be necessary to constitute a quorum for the

transaction of business at all meetings of stockholders. 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 the power to adjourn the meeting to a future date at which a quorum shall be present or represented. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting originally called.

     Section 5. Record Date. The Directors may fix in advance a date not less than five nor more than forty days prior to the date of any meeting of the stockholders, or any dividend payment date or any date for the allotment of rights as the record date for the determination of stockholders.

     Section 6. Voting. In all elections of Directors, such stockholder shall have the right to cast one vote for each share of stock owned by him and entitled to a vote, and he may cast the same in person or by proxy, for as many persons as there are Directors to be elected, or he may cumulate such votes and give one candidate as many votes as the number of Directors to be elected multiplied by the number of his shares of stock shall equal; or he may distribute them on the same principle among as many candidates and in such manner as he shall desire, and the Directors shall not be elected in any other manner; and on any other meeting of stockholders, a stockholder shall be entitled to vote at such meeting by person or by proxy. Except as otherwise recorded by law or the Certificate of Incorporation or in these bylaws, every stockholder shall be entitled to one vote for each share standing in his name on the record of stockholders. Except as herein or in the Certificate of Incorporation otherwise provided, all corporate action shall be determined by a vote of a majority of the votes cast at a meeting of stockholders.

     Section 7. Waiver of Notice. No notice to stockholders shall be required when all the stockholders entitled to vote waive notice in person or by proxy before or after any meeting, special or general. Such waiver shall be in writing and filed as a part of the records of the meeting.

     Section 8. Proxy. Every proxy must be dated and signed by the stockholder or by his attorney-in-fact. No proxy shall be valid after the expiration of three years from the date of its execution unless the proxy specifically confers the right to vote for a longer period, and then only within the period specified. Every proxy shall be revocable at the pleasure of the stockholder executing it, except where an irrevocable proxy is permitted by statute.

     Section 9. Consents. Whenever by a provision of statute or of the Certificate of Incorporation or by these bylaws the vote of stockholders is required or permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and the vote of stockholders may be dispensed with, if every stockholder who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action’s being taken, and such agreement shall have like effect and validity as though the action were duly taken by the unanimous action of all stockholders entitled to vote at a meeting of such stockholders duly called and legally held. In the event that the action, which is agreed to as aforesaid, is such as would have required the filing of a certificate under any provisions of law, if such action had been voted upon by the stockholders at a meeting, the certificate filed under such sections shall state that written agreement has been executed in lieu of stating that the stockholders voted upon the corporate action in question, if such aforementioned statement is

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required thereby, and such certificate shall have the same force and effect under all provisions of law as if the action had been taken by the unanimous vote of all stockholders entitled to vote, at a meeting duly called and legally held.

     Section 10. Annual Report. The president shall annually prepare a full and true statement of the affairs of the corporation, which shall be submitted at the annual meeting of the stockholders and filed within twenty days thereafter in the principal office of the corporation at Columbus, Ohio, where it shall, during the usual business hours of each secular day be open for inspection by any stockholder of the corporation.

ARTICLE II

DIRECTORS

     Section l. Qualification. The Board of Directors shall be elected at the annual meeting of the stockholders for the term of one year and shall hold office until their successors are elected.

     Section 2. Manner of Election. The Board of Directors shall consist of four (4) members. The Directors shall be elected at an annual meeting of the stockholders in the manner prescribed by Article I, Section 6, of these bylaws, and except as herein otherwise provided, the Directors shall have the power to increase. the number of Directors over the amount fixed by these bylaws by a proper resolution and to fill the vacancies created by such increases.

     Section 3. Term of Office. The term of office of each Director .shall be until the next annual meeting of the stockholders and until his successor has been duly elected and has qualified.

     Section 4. Election of Officers. The Board of Directors shall elect from within their number a president. The Board shall also elect from within or without their number one or more vice-presidents, a secretary, a treasurer, and all such other officers and agents as they may deem proper. The Board shall have the authority to fix the salaries of all officers and agents, whether such officers and agents be Directors or not. All officers and agents elected by the Board shall hold office during the pleasure of the Board, and any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

     Section 5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, except herein otherwise provided. Any number less than a quorum present may adjourn any Director’s meeting until a quorum is present.

     Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board may from time to time designate, by resolution. The annual meeting of the Board for the election of officers shall be held as soon as practicable after the annual meeting of the stockholders for the election of Directors.

     Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the president, a vice-president, or any two Directors to be held at such time and place and for such purposes as shall be specified in the notice.

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     Section 8. Notice of Meetings. Telegraphic or written notice of every meeting of the Board of Directors shall be duly given to each Director not less than two days before such meeting. Notice of the time, place or purpose of any meeting of the Board may be dispensed with if every Director shall attend in person, or if every absent Director shall, in writing filed with the records of the meeting, either before or after the holding thereof, waive such notice. Any provision of these bylaws to the contrary notwithstanding, a meeting of the Board of Directors may be held immediately following the adjournment of any meeting of the stockholders, and no notice need be given for any such meeting of the Board of Directors.

     Section 9. Chairman of the Board. The president of the corporation shall be Chairman of the Board of Directors, preside at all meetings of the Board of Directors and perform such other duties as may be designated by the Board.

     Section 10. Consents. Whenever by a provision of statute or of the Certificate of Incorporation or by these bylaws the vote of Directors is required or permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and the vote of Directors may be dispensed with, if every Director who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action’s being taken, and such agreement shall have the like effect and validity as though the action were duly taken by the unanimous action of all Directors entitled to vote at a meeting of such Directors duly called and legally held. In the event that the action, which is agreed to as aforesaid, is such as would have required the filing of a certificate under any provisions of law, if such action had been voted upon by the Directors at a meeting, the certificate filed under such sections shall state that written agreement has been executed in lieu of stating that the Directors voted upon the corporate action in question, if such aforementioned statement is required thereby, and such certificate shall have the same force and effect under all provisions of law as if the action had been taken by the unanimous vote of all the Directors entitled to’ vote, at a meeting duly called and legally held.

     Section 11. Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each to consist of two or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise the powers of the Board in the management of the business and the affairs of the corporation, and may have the power to 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. Such committee may act by a majority of its members at a meeting or by a writing signed by all of its members ad filed with the minutes of proceedings of the Board.

     Section 12. Powers of Directors. The Board of Directors may exercise all of the powers of the corporation except such as are by law or by the Charter or by the bylaws conferred upon or reserved to the stockholders. It shall also have the power to fix the compensation of the officers elected or appointed by it; to purchase or otherwise acquire for the corporation any property rights or privileges which the corporation is authorized to acquire, at such price and such terms and conditions. and for such consideration as the Board may think fit; and to pay for any property or rights acquired by the corporation either wholly or partially in money, stocks, bonds, debentures or other securities or property of the corporation; to exchange any property of

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the corporation for other property upon such terms and conditions as the Board may think proper; to sell or otherwise dispose of any property owned by the corporation and not necessary for carrying on the business of the corporation, and upon such terms and conditions and for such consideration as the Board may deem proper. The Board may also confer on any officers of the corporation the right to choose, remove or suspend any subordinate officer, agent or employee. The Directors shall further have the power to fix Directors’ fees from time to. time in such amounts as the Directors shall deem proper.

     Section 13. Vacancies. Any vacancy occurring in the Board of Directors by death, resignation, or otherwise shall be filled promptly by a majority vote of the remaining Directors at a special meeting which shall be called for that purpose within thirty days after the occurrence of the vacancy. The Director thus chosen shall hold office for the unexpired term of his predecessor and the election and qualification of his successor.

     Section 14. Removal of Directors . Any Director may be removed either with or without cause, at any time, by a vote of the stockholders holding a majority of the shares then issued and outstanding and who were entitled to vote for the election of the Director sought to be removed, at any meeting. Except as otherwise prescribed by statute, a Director may be removed for cause by vote of a majority of the entire Board.

     Section 15. Resignation. Any Director may resign his office at any time, such resignation to be made in writing and to take effect immediately without acceptance.

     Section 16. Voting. No member of the Board of Directors shall vote on a question in which he is interested otherwise than as a stockholder, except the election of a president or other officer or employee, or be present at the Board while the same is being considered; but if his retirement from the Board in such case reduces the number present below a quorum, the question may nevertheless be decided by those who remain. On any question the names of those voting each way shall be entered on the record of their proceedings if any member at the time requires it.

     Section 17. Depositories. The Board of Directors shall have the power to designate the bank in which corporate funds and securities shall be deposited.

     Section 18. Bonds for Officers. The Board of Directors may require any officer of the corporation whose duties involve the handling of its funds, or a part thereof, to furnish proper bonds, such bond to be in a penalty to be prescribed by the Board.

ARTICLE III

OFFICERS

     Section 1. Executive Officers. The executive officers of the corporation shall be a president, one or more vice presidents as the Board of Directors may fix from time to time by proper resolutions; a secretary and a treasurer, all of whom shall be chosen by the Board of Directors as provided for in Section 4 of Article II of these bylaws. Any two (2) of the above-named offices, except those of president and vice-president, may be held by the same person, but no officer shall execute an acknowledgment or verify any instrument in more than one (1)

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capacity, if such instrument is required by law of by these bylaws to be executed, acknowledged, verified or countersigned by two (2) or more officers. The Board may, by resolution, provide for an assistant secretary and an assistant treasurer, and may also elect or appoint such other officers, agents and employees as the Board may seem proper.

     Section 2. Powers and Duties. The duties and powers of the officers of the corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

President

          A. The president shall preside at all meetings of the Board of Directors. He shall also preside at all meetings of the stockholders.

          B. He shall present at each annual meeting of the stockholders and Directors a report of the condition of the business of the corporation.

          C. He shall cause to be called regular and special meetings of the stockholders and Directors in accordance with the requirements of the statute and of these bylaws.

          D. He shall appoint, discharge and fix the compensation of all employees and agents of the corporation other than the duly elected officers, subject to the approval of the Board of Directors.

          E. He shall sign and execute all contracts in the name of the corporation, and all notes, drafts, or other orders for the payment of money.

          F. He shall sign all certificates representing shares.

          G. He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by law.

          H. He shall enforce these bylaws and perform all the duties incident to his office and which are required by law, and, generally, he shall supervise and control the business and affairs of the corporation.

Vice-President

     During the absence or incapacity of the president, the vice-president in order of seniority of election shall perform the duties of the president, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of president and shall perform such duties and functions as the Board may prescribe.

Secretary

          A. The secretary shall keep the minutes of the meetings of the Board of Directors and of the stockholders in appropriate books.

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          B. He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the stockholders of the corporation.

          C. He shall be custodian of the records and seal of the corporation and shall affix the seal to the certificates representing shares and other corporate papers when required.

          D. He shall keep at the principal office of the corporation a book or record containing the names, alphabetically arranged, of all persons who are stockholders of the corporation showing their places of residence, the number and class of shares held by them respectively, and the dates when they respectively became the owners of record thereof. He shall keep such book and record and the minutes of the proceedings of its stockholders open daily during the usual business hours, for inspection, within the limits prescribed by law, by any person duly authorized to inspect such records. At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and Directors of the corporation and their resident addresses.

          E. He shall sign all certificates representing shares and affix the corporate seal thereto.

          F. He shall attend to all correspondence and present to the Board of Directors at its meetings all official communications received by him.

          G. He shall perform all the duties incident to the office of secretary of the corporation.

Treasurer

          A. The treasurer shall have the care and custody of and be responsible for all the funds and securities of the corporation, and shall deposit such funds and securities in the name of the corporation in such banks or safe deposit companies as the Board of Directors may designate. The Board of Directors, by appropriate resolution, may appoint as many persons to act as assistant treasurers as the Board may, in its discretion, deem advisable. Such assistant treasurers shall be qualified to serve as assistant treasurers without limitation resulting from holding other corporate offices. Such assistant treasurers, if any, shall have the same powers and authority as the treasurer.

          B. The treasurer, or his assistant treasurers, shall make, sign, and endorse in the name of the corporation all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the president and the Board of Directors.

          C. He shall keep at the principal office of the corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any Director upon application at the office of the corporation during business hours.

          D. He shall render a report of the condition of the finances of the corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the stockholders.

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          E. He shall further perform all duties incident to the office of treasurer of the corporation.

          F. If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

Other Officers

     Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

     Section 3. Corporate Acknowledgments. The corporation may acknowledge any instrument required by law to be acknowledged by its attorney appointed to serve, and such appointment may be embodied in the deed or instrument to be acknowledged, or be made by a separate instrument, or such deed or other instrument may be acknowledged by the president or a vice-president of the corporation without such appointment, or in any manner provided by law.

ARTICLE IV

CAPITAL STOCK

     Section 1. Certificates. The shares of the corporation shall be represented by certificates prepared by the Board of Directors and signed by the president or the vice-president and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer, and sealed with the seal of the corporation or a facsimile. In. case it shall be necessary to issue stock to the president, a vice-president shall take the place of the president, and if stock is to be issued to the secretary, a vice-president shall take the place of the secretary. The president shall sign and the secretary countersign certificates of stock issued to any vice-president. The certificates shall be numbered consecutively and in the order in which they are issued; they shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof shall be entered the name of the person to whom the shares represented by each such certificate are issued, the number and class or series of such shares, and the date of issue. Each certificate shall state the registered holder’s name, the number and class of shares represented thereby, the date of issue, the par value of such shares, or that they are without par value.

     Section 2. Issuing Stock and Fixing Value. The Board of Directors of this corporation may issue the shares of its capital stock from time to time for such considerations as the Board may deem advisable. If the stock is issued for consideration other than cash, the Directors shall by resolution state their opinion of the actual value of any consideration other than cash for which such stock is issued.

     Section 3. Title. Title to a certificate and to the shares represented thereby may be transferred only (a) by delivery of the certificate endorsed, either in blank or to a specific person, by the person appearing by the certificate to be the owner of the shares represented thereby; or (b) by delivery of the certificate and separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer the same or the shares represented thereby, to be signed by the person appearing by the certificate to be the owner of the shares

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represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.

     Section 4. Lost Certificates. A new certificate may be issued in lieu of one lost or destroyed without requiring publication of notice of loss and the cost of said publication applied on a bond of proportionately (increased penalty in any case where such procedure is agreed to by said holder of record and deemed adequate by the Board of Directors. A new certificate may also be issued in the discretion of the Board without requiring either the publication of notice of loss or the giving of a bond; and upon such other conditions as may be agreed to by said holder of record and deemed adequate by the Board for the protection of the corporation and its stockholders.

ARTICLE V

FISCAL YEAR AND CORPORATE SEAL

     Section 1. Fiscal Year. The fiscal year of the corporation shall ,begin on the 1st day of March and shall end on the last day of February of each year.

     Section 2. Corporate Seal. The Board of Directors shall provide a suitable seal containing the name of the corporation, which seal shall be in the charge and custody of the secretary and/or treasurer.

ARTICLE VI

DIVIDENDS

     Section 1. Dividends. The Board of Directors may from time to time declare and pay dividends from the surplus or any profits of the corporation, whenever they shall deem it expedient in the exercise of discretion and in conformity with the provisions upon which the capital stock of the corporation has been issued. If any stockholder shall be indebted to the corporation, his dividend, or so much as is necessary thereof, may be applied to the payment of such indebtedness, if then due and payable.

     Section 2. Working Capital. The Board of Directors may fix a sum which may be set aside or reserved over and above the corporation’s capital stock paid in as a working capital for the corporation, and from time to time the Board may increase, diminish and vary the same in its absolute judgment and discretion.

ARTICLE VII

BILLS, NOTES, ETC.

     Section 1. Execution. All checks and drafts of the corporation, bank accounts, and all bills of exchange, promissory notes, and all acceptances, obligations and other instruments for the payment of money shall be made in the name of the corporation and shall be signed and countersigned by such officers as the Board of Directors by resolution from time to time may designate.

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     No officer of the corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, or warrant, or other negotiable instrument, or endorse the same in the name of the corporation, or contract or cause to be contracted any debt or liability in the name and on behalf of the corporation, except as herein expressly prescribed and provided.

ARTICLE VIII

INDEMNIFICATION

     Section 1. Indemnification of Directors and Officers. Any Director or Officer shall be indemnified by the corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he is a party by reason of being or having been such Director or Officer, except in relation to matters as to which he would be adjudged in such action, suit, or proceeding, to be liable for negligence or misconduct in the performance of any duty to the corporation.

ARTICLE IX

AMENDMENTS

     Section 1. Manner of Amending. These bylaws may be altered, amended, repealed, or added to by the affirmative vote in the election of any Director at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each stockholder of record entitled to vote at such meeting at his last-known post office address at least five (5) days before the date of such annual or special meeting, which notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such bylaws. Only such changes shall be made as have been specified in the notice. The bylaws may also be altered, amended, repealed or new bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board. However, any bylaws adopted by the Board may be altered, amended, or repealed by the stockholders.

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EX-3.180 120 l18301aexv3w180.htm EXHIBIT 3.180

Exhibit 3.180

ARTICLES OF ORGANIZATION
OF
VOCA OF INDIANA, LLC

     The undersigned person, acting as an organizer of the limited liability company hereinafter named, sets forth the following statements.

          FIRST: The name of the limited liability company (the “Company”) is VOCA of Indiana LLC.

          SECOND: The street address of the Company’s registered office in the State of Indiana and the name of the Company’s agent at that address is Corporation Service Company, 251 East Ohio Street, Suite 500, Indianapolis, Indiana 46204.

          THIRD: The duration of the company is perpetual until dissolution in accordance with the provisions of the Indiana Business Flexibility Act.

          FOURTH: The management of the business and affairs of the company is vested in a manager(s).

Executed on _____ December, 1998	/s/ Anne M. Sturtz
	Anne M. Sturtz, Secretary

EX-3.181 121 l18301aexv3w181.htm EXHIBIT 3.181

Exhibit 3.181

Limited Liability Company Operating Agreement for
VOCA of Indiana, LLC

     This Limited Liability Company Agreement (the “Agreement”) evidences the mutual agreement of the Members (as hereinafter defined) in consideration of their contributions and promises each to the others, for the purpose of forming a limited liability company pursuant to the Indiana Business Flexibility Act, Indiana Code Ann. § 23-18-1 et. seq., as the same may be amended from time to time (the “Act”).

ARTICLE I
NAME; TERM; PLACE OF BUSINESS; DEFINITIONS

     1.1 Name. The name of the limited liability company formed hereunder (the “Company”) is VOCA of Indiana, L.L.C. The Managing Member may change the name of the Company at any time and from time to time and may also operate the business at the same time under one or more fictitious names.

     1.2 Effective Date, Term. This Agreement shall become effective on the date that it is executed by the Members of the Company and shall continue in perpetuity, unless earlier terminated pursuant to the provisions of this Agreement.

     1.3 Registered Office, Place of Business, Agent. The address of the registered office of the Company and the principal place of business of the Company (which may but need not be the same as the Office) shall be as indicated on Schedule A attached hereto. The Managing Member may change the location of the office, establish additional offices or places of business of the Company or enter into such contracts or hire such agents in such other locations, inside and outside of the” State of Indiana, as it deems necessary or desirable in the conduct of the business of the Company. The agent of the Company for service of process shall be as indicated on Schedule A.

     1.4 Definitions. Capitalized terms used in this Agreement shall have the meanings as defined throughout the text of this Agreement. A list of such definitions is contained in section 11.1.

ARTICLE II
CHARACTER OF BUSINESS

     2.1 Character of the Business. The general character of the business of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

ARTICLE III
MEMBERS; RIGHTS AND LIMITATIONS ON MEMBERS

     3.1 Members. The members of the Company (“Members”) shall be those persons or entities identified as such on Schedule A, as such Schedule shall be amended from time to time.

     The names and addresses of the Members, the amount of their contribution to the capital of the Company, the number of Units credited to each Member and their Percentage Interests are set forth in Schedule A.

     3.2 Additional Members. The Managing Member may admit additional Members to the Company as provided in this Agreement. The transferee of the interest in the Company of an existing Member shall not become a Member until admitted as a substituted Member pursuant to section 7.5.

     3.3 Members May Compete. Members shall not in any way be prohibited from or restricted in engaging or owning an interest in any other business venture of any nature, including any venture which might be competitive with the business of the Company, and the Company may engage Members or persons or firms associated with them for specific purposes and may otherwise deal with such Members, on terms and for compensation to be agreed upon by any such Member and the Company.

     3.4 Limitations on Members. No Member shall have the right:

          (a) to have his capital contribution repaid except to the extent provided in this Agreement;

          (b) to require partition of Company property or to compel any sale or appraisement of Company assets or sale of a deceased Member’s interest therein; or

          (c) to sell or assign his interest in the Company except as provided in Article VII hereof.

ARTICLE IV
MANAGING MEMBERS; RIGHTS AND POWERS OF
MANAGING MEMBERS

     4.1 Managing Member. The Managing Member (“Managing Member”) of the Company shall be that Member identified as such on Schedule A, as such Schedule shall be amended from time to time. The Managing Member shall have full, exclusive and complete authority and control in the management of the Company business with all rights and powers generally conferred by law or necessary or advisable and consistent therewith and with the provisions of this Agreement.

     4.2 Rights Powers. The Managing Member shall have the same powers as an individual to all things necessary or convenient to carry out the business arid affairs of the Company. By way of illustration but not by way of limitation, such power shall include the right and power to:

          (a) acquire property on such terms as it deems reasonable, including borrowing any amounts necessary to effectuate the purchase;

          (b) take any and all actions with respect to the acquisition, management or disposition of Company properties, including, without limitation, selling and otherwise disposing

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of assets of the Company, borrowing of funds, and negotiation and execution of contracts, deeds, pledges, bonds, guarantees, notes and mortgages;

          (c) execute any and all other instruments and perform any acts determined to be necessary or advisable to carry out the intentions and purposes of the Company;

          (d) borrow money on such terms as it may determine from banks, other lending institutions, and other lenders, including any Member or Affiliate of a Member for any Company purpose, and to pledge or mortgage Company assets to secure repayment of the borrowed sums, and to execute in connection therewith any notes, security agreements, mortgages, pledges, deeds of trust or other loan documents required by any lender in connection therewith;

          (e) invest Company funds in bank savings accounts, savings and loan associations, commercial paper, government securities, certificates of deposit, bankers’ acceptances and other interest-bearing obligations, and deposit, withdraw, pay, retain and distribute Company funds in any manner consistent with the provisions of this Agreement;

          (f) admit additional Members and substitute Members;

          (g) perform any and all acts necessary to pay any and all. organizational expense incurred in the creation of the Company and in raising additional capital, including without limitation broker’s commissions, legal and accounting fees (it being understood that all expenses incurred in the creation of the Company and the commencement of the Company business shall be borne by the Company); and compromise, arbitrate or otherwise settle or adjust claims in favor of or against the Company and commence or defend litigation. with respect to the Company or any assets of the Company as deemed advisable, all or any of the above matters being at the expense of the Company, and execute, acknowledge and deliver any and all instruments to effect any and all of the foregoing;

          (h) purchase goods or services, including management and leasing from any corporation or other form of business enterprise whether or not such corporation or business enterprise is owned or controlled, or affiliated with any Member, or corporations or business enterprises in which any Member may have an interest as a shareholder, officer, director, partner, member or proprietor, and any profits or income earned by such corporation or business enterprise as the result of such transaction shall belong to it and not to the Company;

          (i) establish Company offices at such places as may be appropriate, hire or lease Company employees, obtain the services of independent contractors and consultants, engage counsel, and otherwise arrange for the facilities and personnel necessary to carry out the purposes and business of the Company;

          (j) arrange for a facsimile signature for itself for the purpose of executing such checks or other writings or legal instruments as may be, necessary or desirable in the Company business; and

          (k) maintain any insurance coverage deemed necessary or appropriate by the Managing Member, in such amounts and of such types as shall be determined by the Managing

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Member, including without limitation public liability insurance coverage and insurance covering the indemnification by the Company provided in section 4.5.

     4.3 Duties of Managing Member. Not Required to Devote Full Time. The Managing Member shall manage or cause to be managed the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company affairs as it shall, in its discretion exercised in good faith, determine is reasonably necessary for the conduct of such affairs; provided, however, that it is expressly understood and agreed that the Managing Member shall not be required to devote its entire time or attention to the business of the Company. In carrying out its obligations, the Managing Member shall:

          (a) Obtain and maintain such public liability, hazard and other insurance as may be deemed necessary or appropriate by the Managing Member;

          (b) Deposit all funds of the Company in one or more separate bank accounts with such banks or trust companies as the Managing Member may designate (withdrawals from such bank accounts to be made upon such signature or signatures as the Managing Member may designate);

          (c) Maintain at a principal place of business of the Company all of the following:

               (i) a current list of the full name and last known business or residence address of each member and manager, if any, of the Company from the date of organization;

               (ii) a copy of the articles of organization and all certificates of amendment to it;

               (iii) a copy of this Agreement and all amendments to this Agreement;

               (iv) the amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon which any additional contributions agreed to be made by each member are to be made;

               (v) copies of the Company’s federal, state, and local income tax returns and financial statements, if any, for the three most recent years, or if the returns and statements were not prepared, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the same period;

               (vi) the events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up.

     The records listed in this subsection shall be subject to inspection and copying at the reasonable request and expense of any Member during ordinary business hours.

     4.4 Exculpation of Member(s): Indemnity. In carrying out their duties hereunder, the Member(s) shall not be liable to the Company or to any other Member for their good faith

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actions, or failure to act, or for any errors of judgment, or for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement, but only for its own willful misconduct in the performance of its obligations under this Agreement. Actions or omissions taken in reliance upon the advice of legal counsel as being within the scope of authority conferred by this Agreement shall be conclusive evidence of such good faith; however, good faith may be determined without obtaining such advice.

     The Company does hereby indemnify and hold harmless the Member(s), their Affiliates and .their agents, officers, employees, partners, members and directors against and from any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (together, “Claims”), in which the indemnified person may be involved, or threatened to be involved, as a party or otherwise by reason of its status as the Member or an Affiliate thereof, an agent, officer, employee, partner, member or director of the Member or an Affiliate thereof, or a person serving at the request of the Company in another entity in a similar capacity, which relates to or arises out of the Company, its property, business or affairs, regardless of whether the indemnified person continues to be the Member or an Affiliate thereof or their agent, officer, employee, partner, member or director at the time any such liability or expense is paid or incurred, if (i) the indemnified person acted in good faith and in a manner it believed to be in or not opposed to the best interests of the Company, (ii) the indemnified person’s conduct did not constitute gross negligence or willful misconduct, (iii) in connection with any criminal action or proceeding, the indemnified person had no reasonable cause to believe its conduct was unlawful, (iv) with respect to Claims by or in the right of the Company, the indemnified person is not adjudged to be negligent or liable for misconduct, unless a court determines that indemnification is nonetheless appropriate, and (v) the standards set forth in clauses (i) and (ii), and, if applicable, (iii) and (iv), are met as determined in each case by (w) a majority vote of a quorum of Member(s) who are not parties to or threatened to be made parties to the Claims in issue, (x) by independent legal counsel, (y) by all the Members, or (z) by an appropriate court. Notwithstanding clauses (iii) and (iv), an indemnified person shall be eligible for indemnification hereunder to the extent it has been successful on the merits with respect to any Claim. In no event shall any Member be required to make an additional capital contribution to carry out this indemnification provision.

     An Affiliate of any person (“Affiliate”) means (i) any person directly or indirectly owning, controlling or holding the power to vote ten percent or more of the outstanding voting securities of the specified person; (ii) any person ten percent or more of whose outstanding voting securities is directly or indirectly owned, controlled or held with power to vote by the specified person; (iii) any person directly or indirectly controlling, controlled by, or under control with a specified person; (iv) any officer, partner, member or director of the specified person; and (v) any person of which the specified person is an officer, director or partner.

     4.5 Reliance of Third Parties on Authority of Managing Member. No financial institution or any other person, firm or corporation dealing with any Member shall be required to ascertain whether such Member is acting in accordance with this Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the acts and assurances of and the execution of any instruments by such Member(s).

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     4.6 Tax Elections, Tax Matters Member. The Managing Member shall have the exclusive right to make and determine, in its sole discretion, all options and elections with respect to the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and Treasury Regulations (“Treasury Regulations” or. “Treas. Reg.”) issued thereunder. As an example of, but not in limitation of, the general authority conferred by the preceding sentence, the Managing Member shall determine whether and when to make or revoke the election under Code Section 754. The Managing Member shall be the “tax matters partner”. (as defined in Code Section 6231) and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, and to expend Company funds for professional services and costs associated therewith. The tax matters partner shall provide all notices and perform all acts required of a tax matters partner under Subchapter C of Chapter 63 of the Code. The Managing Member is authorized to take any action that it determines to be necessary to comply with the requirements of Code Sections 1441, 1442, 1445, or 1446 with respect to withholding certain amounts with respect to payments or distributions to a member who is not a U.S. person (as defined in Code Section 7701) or withholding of certain amounts with respect to the sale of a “United States real property interest” (as defined in code Section 897). Notwithstanding the above, the Managing Member shall not have the authority to agree on behalf of any Member to an extension of time for assessment under Code Sections 6501(c)(4) or 6229(b)(1)(B).

     4.7 Member(s) May Compete. The Members hereby acknowledge that the Member(s) may from time to time engage in business. enterprises similar to the business of the Company and competitive with the business of the Company without restriction and with no obligation to account to the Company or to the Members for such activities. The Member(s) are not obligated to offer business opportunities to the Company, except for those directly related to the Property.

ARTICLE V

COMPANY CAPITAL; ADVANCES BY MEMBERS

     5.1 Capital Contributions. Upon execution of this Agreement, the Members have contributed to the capital of the Company the money or property listed in Schedule A. If property has been contributed, (i) the amount of the contribution indicated on Schedule A shall be the fair market value of such property as agreed by the Members, and (ii) the property shall be described in a footnote or supplement to Schedule A. All capital contributions of the Members shall be :credited to the Members’ Capital Accounts maintained by the Company in accordance with section 6.3. The Members shall have no obligation to make additional capital contributions to the Company. No interest shall be paid on capital contributions.

     5.2 Additional Capital. If at any time or times the Managing Member determines that additional capital is required to preserve and maintain the business of the Company, the Members shall have the opportunity but not the obligation to provide such additional capital in proportion to their Percentage Interests. The Managing Member shall advise the Members of the need for additional capital by written notice with a statement of the reasons such additional capital is needed. If within thirty (30) days from the date such notice is given each of the Members has not delivered his written response to the Managing Member agreeing to provide his pro rata share of such additional capital as an additional contribution to the Company, the Managing Member may proceed to obtain such additional capital, in whole or in part, by the sale

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of additional interests in the Company, by secured or unsecured borrowings, by contributions to the Company by the Managing Member or by any combination thereof. The effectiveness of any such alternate means of obtaining additional capital shall not be dependent upon approval of the Members, who shall be deemed to have waived all rights, if any, to any additional obligations or interest forming all or any part of such an effort by the Managing Member. The Members acknowledge that their Percentage Interests may be altered in the event that one or more Members do not contribute additional capital, or if additional persons not theretofore Members contribute capital to the Company.

     5.3 No Return of Contributions; Loans. Anything in this Agreement to the contrary notwithstanding, the Managing Member shall not be personally liable for the return of the capital contribution of a Member, or any portion thereof, it being expressly understood that any such return shall be made solely from Company assets. A Member shall• not have the right to demand or receive property other than cash in return for his contribution, unless he so requests and the Managing Member approves such request. If the Managing Member or any Member shall advance any monies to the Company in excess of his contribution to the capital of the Company, the amount of any such advance shall not be deemed to be an additional capital contribution unless specifically so characterized, but instead shall be treated as a loan and shall bear interest at the minimum rate required to avoid the imputation of interest under Code Section 7872 (whether or not such Section applies to the loan) and shall be an obligation of the Company to such Member payable in accordance with the other terms of such .advance prior to payment of any cash distribution pursuant to Article VI and, in the case of liquidation, in accordance with the provisions of section 8.2.

ARTICLE VI
FISCAL YEAR; ACCOUNTING; ALLOCATION OF PROFITS AND
LOSSES;

     6.1 Fiscal Year. The fiscal year of the Company shall be as fixed by the Managing Member from time to time and shall be initially the same as the calendar year.

     6.2 Method of Accounting. The Company books shall be kept in such manner and by using such method of accounting as the Managing Member may determine, and the Managing Member may change accounting methods whenever it believes a change to be in the best interest of the Company.

     6.3 Maintenance of Capital Accounts. A capital account (“Capital Account”) shall be maintained by the Company for each Member in accordance with Treas. Reg. § 1.7041(b)(2)(iv).The initial amount credited to the Capital Account of each Member shall be the amount of such Member’s initial contribution, to the capital of the Company. The Capital Account of . each Member shall also be (i) credited with the amount of any additional contributions made by such Member, (ii) credited with the amount of any Profits and any other items of income or gain allocated to such Member, (iii) debited by the amount of any Losses . and any other items of loss or deduction allocated to such Member, and (iv) debited with the amount, of all actual and deemed distributions made to such Member. Any contribution or distribution of property in kind shall be credited or debited, respectively, in an amount equal to the Carrying Value of such property, net of liabilities secured by such property. that the

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Company or a Member, respectively, is considered to assume or take subject to under Code Section 752. Upon adjustment to the adjusted tax basis of Company property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Members shall be adjusted as provided in Treas. Reg. §1304-1 (b)(2)(iv)(m).

     6.4. Allocation of Profits and Losses

     (a) Profits shall be allocated to the Members as follows:

               (i) first. to those Members who have deficit balances in their capital accounts, pro rata in proportion to such deficit balances, until such deficit balances have been eliminated and the balances in their capital accounts have been restored to zero; and

               (ii) thereafter, in accordance with the Members’ Percentage Interests. The term “Percentage Interests” shall mean the percentage interest of any Member in the Company determined by dividing the number of Units held by such Member by all outstanding Units of Company interest. “Units” is a term used in this Agreement for purposes of making allocations and determining certain votes; the Units allocated to each Member is indicated on Schedule A. Units shall not represent a Member’s interest in the capital of the Company, which is determined solely by a Member’s Capital Account.

               (iii) Losses shall be allocated to the Members in accordance with their Percentage Interests.

               (iv) The special allocations set forth in section 11.2 shall be made prior to the allocations under this section.

               (v) “Profits” and “Losses” shall mean an amount equal to the Company’s taxable income or loss, respectively, for any period from all sources, determined in accordance with Code Section 703(a), adjusted in the following manner: (i) the income of the Company that is exempt from federal income tax or not otherwise taken into account in computing Profits and Lasses pursuant to this definition shall be added to such taxable income or loss; (ii) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as described in such Section pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(i) or not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss; (iii) in the event the Carrying Value of any Company asset is adjusted pursuant to section 11.2(c)(ii), (iii) or (iv) hereof, 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 and Losses; (iv) gain or loss resulting from the disposition of an asset shall be computed by reference to the Carrying Value of such asset; (v) a deduction for Depreciation shall be taken in lieu of a deduction for depreciation, amortization or cost recovery allowable for federal income tax purposes for such fiscal year; (vi) to the extent an adjustment under Code Section 734(b) is required by Treas. Reg. §1.7041(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest, the amount of such item shall be treated as an item of gain or loss from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and (vii) any items that are specially allocated pursuant to section 11.2 shall not be taken into account in

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computing Profits and Losses. “Depreciation” shall mean, for each fiscal year, an amount equal to the depreciation, amortization or cost recovery deduction allowable for federal income tax purposes for such fiscal year, unless the Carrying Value for an asset differs from the adjusted basis of such asset for federal income tax purposes, in which case Depreciation shall mean an amount that bears the same ratio to the beginning Carrying Value as the depreciation, amortization or cost recovery deduction bears to the beginning adjusted tax basis, provided, however that if the adjusted basis of an asset is zero at the beginning of a fiscal year, Depreciation shall be determined by the Managing Member by using any reasonable method.

     6.5 Distribution of Net Cash Flow. Except in connection with the liquidation of the. Company, in which case all distributions shall be made in accordance with Article VIII, distributions of Net Cash Flow shall be made to the Members no less often than annually in accordance with the Members’ Percentage Interests. Distributions may be made more frequently in the sole discretion of the Managing Member.

     6.6 Definition of Net Cash Flow. “Net Cash Flow” of the Company shall be computed by deducting from the gross amounts received by the Company from all sources: (i) all operating expenses of the business, including management fees (if any), taxes, and insurance premiums, but excluding depreciation and amortization allowances, (ii) interest and principal payments on indebtedness of the Company (including advances by Members in accordance with section 5.3), (iii), proceeds from borrowing or proceeds from the sale, exchange or other disposition of Company assets, (iv) additions to reserves, (v) all cash expenditures for fixed asset additions, improvements and replacements, (vi) capital contributions, and (vii) any other amounts that the Managing Member determines, in its sole discretion, shall be retained for investment in the Company business.

ARTICLE VII
TRANSFER OF COMPANY INTERESTS

     7.1 No Transfer of Company Interest. Except as specifically provided in this Agreement, no Member may sell, assign, or in any manner transfer all or any part of its interest in the Company.

     7.2 Compliance with Securities Act of 1933. No Member’s interest in the Company has been registered under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, no interest in the Company of a Member may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations. The Managing Member may, in its sole discretion, waive the requirements of this section with respect to the transfer of any interest, but any such waiver shall not constitute a waiver of any subsequent transfer of such interest or the transfer of any other interest.

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     7.3 Sale of Interest to Other Members. Any Member may sell, assign or otherwise transfer all or any part of its interest in the Company to another Member, at such price and on such other terms as the parties may agree.

     7.4 Transfer Permitted If Managing Member Approves. A Member may transfer its interest in the Company to any person with the approval of the Managing Member, which approval may be arbitrarily withheld. Such approval of the transfer of any interest by the Managing Member shall not constitute approval of any subsequent transfer of such interest or the transfer of any other interest or approval of admission of the transferee as a Member in the Company. A Managing Member may transfer its interest in the Company upon the approval of Members holding a majority of the Units held by all Members.

     7.5 Admission of Transferee as Substituted Members. An assignee of a Member’s interest in the Company shall not become a substituted Member unless and until the Managing Member consents in writing to such substitution, which consent may be arbitrarily withheld. If the Managing Member does not consent to the substitution of an assignee of a Member’s interest in the Company, the transferor Member shall not retain any rights of a member under the Act. An assignee of a Member’s interest in the Company who is not admitted as a substituted Member under this section shall not be entitled to: (i) require any accounting of the Company’s transactions; (ii) inspect the Company’s books and records; (iii) require any information from the Company; or (iv) exercise any privilege or right of a Member which is not specifically granted to a non- substituted transferee of a limited liability company interest under the Act.

     7.6 Allocations and Distributions with Respect to Transferred Interests. If any transfer of an interest in the Company permitted by this Agreement occurs during a fiscal year (whether or not the- assignee is admitted as a substituted Member), then all allocations of Profits and Losses attributable to the transferred interest for such year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such fiscal period, using any convention or method of allocation selected by the Managing Member which is then permitted under Code Section 706 and the regulations promulgated thereunder. All distributions of Net Cash Flow made prior to the effective date of any such transfer shall be made to the transferor and any such distributions made after the effective date “ of such transfer shall be made to the transferee.

ARTICLE VIII
DISSOLUTION

     8.1 Dissolution. The Company shall dissolve upon the first to occur of any of the following events:

          (a) The sale of all of the Property owned by the Company;

          (b) The written agreement of a majority in interest of the Members to dissolve the Company; or

          (c) Upon the death, dissolution, withdrawal, insanity, retirement, resignation, expulsion or bankruptcy of a Member, unless within 90 days after such event there is at least one

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remaining Member(s) and such Member(s) agree and/or consent to continue the business of the Company.

     8.2 Winding Up. Upon a dissolution of the Company, the Members shall take full account of the Company’s liabilities and Property and the Property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

          (a) To the payment and discharge of all the Company’s debts and liabilities, including the establishment of necessary reserves;

          (b) The balance, if any, to the Members in accordance with their Capital Accounts.

     8.3 Continuation of Company by Members: Designation of New Managing Member. In the event that the withdrawal, death, bankruptcy, liquidation, dissolution, adjudication of insanity or incompetency or other cessation of existence of a Managing Member, the remaining Members may, by a unanimous vote, within ninety (90) days after the date of any such event, elect to continue the Company and designate a Managing Member or Managing Member(s) who or which consent to and accept designation as such.

ARTICLE IX
AMENDMENT TO THE AGREEMENT

     9.1 Amendments by Managing Member. This Agreement may be amended by the Managing Member without the approval of any Member provided that such amendment is:

          (a) Solely for the purpose of clarification and does not change the substance hereof;

          (b) For the purpose of substituting or deleting a Member or admitting an additional Member in accordance with the provisions of this Agreement;

          (c) For the purpose of reflecting a change in the amount or character of the contribution of any Member;

          (d) Otherwise in implementation of the terms of this Agreement; or

          (e) In the opinion of counsel for the Company, necessary or appropriate to satisfy current requirements of the Code with respect to partnerships or any federal or state securities laws or regulations.

     Any amendment made pursuant to subsection (a), (d) or (e) may be made effective as of the date of this Agreement. All Members shall be notified as to the substance of any amendment to this Agreement and upon request shall be furnished a copy thereof.

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     9.2 Other Amendments. All other amendments to this Agreement shall require the approval of the Managing Member and the approval of Members holding a majority of the Units allocated to all Members.

ARTICLE X
POWER OF ATTORNEY

     10.1 Appointment of Managing Member as Attorney. In order to facilitate amendments of this Agreement which require the signatures of each Member or a specified Member and a proposed additional or substituted Member and the preparation and signing of other documentation in connection with the Company, each Member by his or her signature hereto irrevocably makes, constitutes and appoints the Managing Member; each person who shall hereafter become a Managing Member, and each of them, his true and lawful attorney in his name, place and stead with the power from time to time to make, execute, swear to, acknowledge, verify, deliver, file, record and publish:

          (a) All certificates or other instruments which may be required to be filed by the Company under the laws of the State of Indiana or of any other state or jurisdiction in which the Company shall transact business or in which the Managing Member shall deem it advisable to file;

          (b) All documents, certificates or other instruments, including, without limiting the generality of the foregoing, any and all amendments and modifications of this Agreement or of the instruments described in section 10.1 which may be required or deemed desirable by the Managing Member to effectuate the provisions of any part of this Agreement and by way of extension and not in limitation to do all such other things as shall be necessary to continue the Company under the laws of the State of Indiana and of any state or jurisdiction in which it shall do business;

          (c) All documents, certificates or other instruments deemed desirable by the Managing Member or required in connection with amendments to this Agreement which the Managing Member may make without the approval of any Member pursuant to section 9.1; and

          (d) All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company or the organization of any new limited liability company occurring by the withdrawal, death, bankruptcy, liquidation, dissolution, adjudication of insanity or incompetency or other cessation of existence of the Managing Member as hereinbefore provided.

     10.2 Power of Attorney Irrevocable. It is expressly intended by each Member that the foregoing power of attorney is a special power of attorney coupled with an interest in favor of the Managing Member, and as such shall be irrevocable and shall survive the death, incompetence or adjudication of insanity (and, in the case of a Member that is not a natural person, the merger, dissolution or other termination of existence) of a Member.

     10.3 Survival of Power of Attorney on Transfer. The foregoing power of attorney shall survive the delivery of an assignment by any Member of the whole or any portion of its interest in the Company, except that where an assignee of such interest has been approved by the

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Managing Member as a substituted Member, then the foregoing power of attorney of the assignor Member shall survive the delivery of such assignment for the sole purpose of enabling the Managing Member to execute, swear to, acknowledge and file any and all instruments necessary to effectuate such substitution. The power of attorney may be exercised by facsimile signature of the Managing Member or by listing all of the Members executing, swearing to or acknowledging any instrument with a single signature of the Managing Member, acting as attorney-in-fact for all of them.

ARTICLE XI
DEFINITIONS, TAX PROVISIONS

     11.1 Definitions. The capitalized terms used in this Agreement shall have the meanings as defined in the provision referenced below, where such term appears in boldface print. Defined terms used in only one section of this Agreement may not be listed below.

          (a) “Act” is defined in the preamble.

          (b) “Adjusted Capital Account Balance” is defined in section 11.2(a)(iii).

          (c) “Affiliate” is defined in section 4.5.

          (d) “Agreement” is defined in the preamble.

          (e) “Capital Account” is defined in section 6.3.

          (f) “Carrying Value” is defined in section 11.2(c)(i).

          (g) “Code” is defined in section 4.7.

          (h) “Company” is defined in section 1.1. (i) “Losses” is defined in section 6.4(a)(v).

          (j) “Managing Member” is defined in section 4.1 (k) “Members” is defined in section 3.1.

          (1) “Minimum Gain” is defined in section 11.2(a)(i). (m)”Net Cash Flow” is defined in section 6.6.

          (n) “Percentage Interests” is defined in section 6.4(a)(ii). (o) “Profits” is defined in section 6.4(a)(v). (p) “Treasury Regulations” are defined in section 4.7. (q) “Units” is defined in section 6.4(a)(ii).

     11.2 Tax Provisions. The following provisions apply for all purposes of this Agreement.

          (a) Allocations Required by Treasury Regulations

               (i) Subject to the exceptions set forth in Treas. Reg. §§1.704-2(f)(2)-(5), if there is a net decrease in Minimum Gain during any fiscal year, each Member shall be

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specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Minimum Gain, determined in accordance with Treas. Reg. §1.704-2(g)(2). “Minimum Gain” shall have the meaning set forth in Treas. Reg. §§1.704-2(b)(2) and 1.704-2(d). This paragraph is intended to comply with the minimum gain chargeback requirement in Treas. Reg. §§1.704- 2(b)(2) and (f) and shall be interpreted consistently therewith.

               (ii) Subject to the exceptions set forth in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any fiscal year of the Company, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. §1.704- 2(i)(3), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. §1.704-2(i)(5). This paragraph is intended to comply with the minimum gain chargeback requirement in Treas. Reg. § 1.704- 2(i)(4) and shall be interpreted consistently therewith. “Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, determined in accordance with Treas. Reg. § 1.704-2(i) with respect to “partner nonrecourse debt minimum gain.” “Member Nonrecourse Debt” shall have the meaning set forth in Treas. Reg. §1.704-2(b)(4) for “partner nonrecourse debt.”

               (iii) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. § 1.704I (b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficits in its Adjusted Capital Account Balance created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to constitute a “qualified income offset” within the- meaning of Treas. Reg. §1.704-1(b)(2)(ii)(d), and shall be interpreted consistently therewith. “Adjusted Capital Account Balance” means the balance in the Capital Account of a Member as of the end of the relevant fiscal year of the Company, after giving effect to the following: (a) credit to such Capital Account any amounts the Member is obligated to restore, pursuant to the terms of this Agreement or otherwise, or is deemed obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§1.7042(g)(1) and 1.704-2(i)(5), and (b) debit to such capital account the items described in Treas. Reg. § § 1. 704-1(b)(2)(ii)(d)(4), (5) and (6).

               (iv) Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Members in accordance with their Percentage Interests. “Nonrecourse Deductions” shall have the meaning set forth in Treas. Reg. § 1.704-2(b)(1). The amount of Nonrecourse Deductions for a fiscal year of the Company equals the excess, if any, of the net increase, if any, in the amount of Minimum Gain during that fiscal year over the aggregate amount of any distributions during that fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Minimum Gain, determined according to the provisions of Treas. Reg. §1.704-2(c). “Nonrecourse Liability” shall have the meaning set forth in Treas. Reg. § 1.704-2(b)(3).

               (v) Member Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Member who bears the economic risk of loss with

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respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704- 2(i). “Member Nonrecourse Deductions” shall have the meaning set forth in Treas. Reg. § 1.704- 2(i)(2) for “partner nonrecourse deductions.” For any Company taxable year, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt equals the net increase during the year, if any, in the amount of Member Nonrecourse Debt Minimum Gain reduced (but not below zero) by proceeds of the liability that are both attributable to the liability and allocable to an increase in the Member Nonrecourse Debt Minimum Gain.

               (vi) The allocations set forth in section 11.2(a) are intended to comply with certain requirements of Treasury Regulations promulgated under Code Section 704. Such allocations shall be taken into account in allocating other Profits, Losses, and items of income, gain, loss, and deduction to each Member so that, to the extent possible, and to the extent permitted by Treasury Regulations, the net amount of such allocations of other Profits, Losses, and other items and such allocations to each Member shall be equal to the net amount that would have been allocated to each Member if such allocations had not been made.

          (b) Rules of Application

               (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Members in accordance with the portion of the year during which the Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year of the Company, except that (A) gains and losses arising from the disposition of assets shall be taken into account as of the date thereof, and (B) with the consent of the Managing Member and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method.

               (ii) In the event the Company is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Member (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Member.

               (iii) To the extent any payments in the nature of fees paid to a Member are finally determined to be distributions to a Member for federal income tax purposes, there will be a gross income allocation to such Member in the amount of such distribution.

               (iv) Losses shall not be allocated to any Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses - -are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses

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               (v) The allocation of Profits and Losses to any Member shall be deemed to be an allocation to that Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

          (c) Rules Concerning Calculations of Profits and Losses and Code Section, 704(c) Tax Allocations

               (i) For purposes of computing Profits and Losses “Carrying Value” shall mean (a) with respect to contributed property, the agreed value of such property reduced (but not below zero) by Depreciation, (b) with respect to property the book value of which is. adjusted pursuant to Treas. Reg. §§1.704-1(b)(2)(iv)(d), (e) or (f), the amount determined pursuant to sections 11.2(c)(iii) or (iv), and (c) with respect to any other property, the adjusted basis of such property for federal income tax purposes as of the time of determination.

               (ii) Upon the occurrence of any of the following events, the Carrying Value of Company property shall be adjusted to its fair market value, as determined by the Managing Member:

                    (A) The acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution;

                    (B) The distribution by the Company to a Member of more than a de minimis amount of property or money in consideration for an interest in the Company; or

                    (C) The “liquidation” of the Company within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(g).

     The revaluation of the Company property referred to in the immediately preceding sentence shall be made in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(f).

               (iii) Upon an issuance of additional interests in the Company for cash or contributed property, the Carrying Value of all Company properties shall, immediately prior to issuance, be adjusted (consistent with the provisions hereof) upward or downward to reflect any unrealized gain or unrealized loss attributable to each Company property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of such property at the fair market value thereof immediately prior to such issuance, and had been allocated to the Members, at such time, pursuant to section 6.4 of the Agreement). In determining such unrealized gain or unrealized loss attributable to the properties, the fair market value of Company properties shall be determined by the Managing Member using such reasonable methods of valuation as it may adopt.

               (iv) Immediately prior to the distribution of any Company property in liquidation of the Company or any Member’s interest in the Company, the Carrying Values of all Company properties shall be adjusted (consistent with the provisions hereof) upward or downward to reflect any unrealized gain or unrealized loss attributable to each Company property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of each such property, immediately prior to such distribution, and had been allocated to the Members, at such time, pursuant to section 6.4 of the Agreement). In determining such

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unrealized gain or unrealized loss attributable to the properties, the fair market value of Company properties shall be determined by the Managing Member using such reasonable methods of valuation as it may adopt.

               (v) In accordance with Code Section 704(c) and the regulations thereunder, income, gain, loss and deduction with respect to any contributed property shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its agreed value, pursuant to any method permitted by the regulations and chosen by the Managing Member.

               (vi) In the event the Carrying Value of any Company asset is adjusted as described in paragraph (iii) or (iv) above, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Carrying Value in the same manner as under Code Section 704(c) and the regulations thereunder.

               (vii) A transferee of a Company interest will succeed to the Capital Account relating to the Company interest transferred; provided, however, that if the transfer causes a termination of the Company under Code Section 708(b)(1)(B), the Company properties shall be deemed to have been distributed in liquidation of the Company to the Members (including the transferee of a Company interest) and recontributed by such Members and transferee in reconstitution of the Company. The capital accounts of such reconstituted Company

ARTICLE XII
MANAGERS

     12.1 Authority of Manager. Except to the extent otherwise provided herein, the Managers shall have the right to manage the business of the Company and shall have all of the rights and powers which may be possessed by managers under the Act.

     12.2 Election: Removal. Managers shall be elected by the Members. The Company shall initially have five (5) managers to wit:

          (a) Raymond H. Hayes: President and CEO

          (b) Rhonda Adams: Vice President

          (c) Kevin H. King: Vice President of Finance and Administration, Treasurer

          (d) Anne M. Sturtz: Secretary

          (e) Paul L. Bittner: Assistant Secretary

     The number of Managers shall be fixed from time to time by the Members and new Managers may be appointed by the Managing Member. A Manager may be removed and/or replaced by the Managing Member.

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     12.3 Right to Rely on Manager. Any person dealing with the Company may rely upon a certificate signed by the Manager as to:

          (a) the identity of any Manager or Member;

          (b) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the Manager or which are in any other manner germane to the affairs of the Company;

          (c) the Persons who are authorized to execute and deliver any instrument or document of the Company; or

          (d) any act or failure to act by the Company or any other matter whatsoever involving the Company.

     12.4 Restrictions on Authority of Manager.

          (a) Without the consent of the Managing Member, the Manager(s) shall not have the authority to:

               (i) do any act in contravention of this Agreement;

               (ii) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;

               (iii) cause the Company to possess Property for other than a Company purpose; or

               (iv) knowingly perform any act that would subject any Member to liability in any jurisdiction.

          (b) Without the consent of the Managing Member, the Manager(s) shall not have the authority to sell or otherwise dispose of all or substantially all of the property, except for a liquidating sale of Property in connection with the dissolution of the Company.

     12.5 Indemnification of Manager.

          (a) The Company shall indemnify, save harmless and pay all judgments and claims against’ the Manager relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Manager in connection with the . business of the Company.

          (b) In the event of any action by a Member against a Manager(s), the Company shall indemnify, save harmless and pay all expenses of such Manager(s) incurred in the defense of such action, if such Manager(s) is/are successful in such action.

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          (c) Notwithstanding the provisions of Sections 12.5(a) and 12.5(b), no Manager shall be indemnified from any liability for acts or omissions that constitute willful misconduct or recklessness.

ARTICLE XIII
MEETINGS OF MEMBERS

     13.1 Call of Meetings. A meeting of the Members may be called by or upon the written request of Member(s) holding 10 percent or more of the Percentage Interests.

     13.2 Proxy. A Member may authorize any Person or Persons to act for him by proxy on all matters in which a Member is entitled to participate. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it. A Member’s attendance personally at a meeting shall automatically revoke any proxy given by the member with respect to such meeting.

     13.3 Action by Consent. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if the action is taken by the Managing Member or Members holding 90 percent or more of the total issued units of the Company. Any action by the Members which may be taken at a meeting of the Members, by virtue of any provisions of the laws of the State of Indiana, the Articles or this Agreement, may be taken without a meeting if authorized by writing signed by the Managing Member or Members holding 90 percent or more of the total issued units of the Company. The action must be evidenced by one or more written consents describing the action taken, signed by such Member taking the action, and delivered to the Company for inclusion in the Company’s minutes or other records reflecting the action taken. For purposes of obtaining valid signatures on such consent of the Managing Member and/or other Members, the signatures of the directors of the Managing Member/Members and/or the President of the Managing Member/Members shall be sufficient to bind such Member to the action taken. Action taken under this Section 13.3 is effective when members authorizing the action have executed such consent.

     13.4 Conduct of Meetings. Each meeting of members shall be conducted by a Person appointed by the Members. Such meeting shall be conducted pursuant to such rules as the Members may select.

     13.5 Required Vote. The vote of a majority in Percentage Interest shall decide any matter connected with the business or affairs of the Company unless otherwise specifically provided in this Agreement provided, however, that the unanimous vote of the Members is required to amend either the Articles or this Agreement or to authorize the taking of any action in contravention or violation of either the Articles or this Agreement.

ARTICLE XIV
MISCELLANEOUS

     14.1 Notices. Any and all notices or other communications which may be sent to any Member shall be sent to the address listed in Schedule A, unless the Company is notified in writing of any change of address. Notices or other communications shall be deemed to have been

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given only when hand delivered or deposited with the United States Post Office by registered or certified mail addressed as set forth above.

     14.2 No Partition of Company Property. Each of the Members hereby irrevocably waives any and all rights, duties, obligations and benefits with respect to any action for partition of Company property or to compel any sale thereof. Further, all rights, duties, benefits and obligations, including inventory and appraisement of the Company assets or sale of a deceased Member’s interest therein, provision for which is made in the Act, or on account of the operation of any other rule or law of any other jurisdiction to compel any sale or appraisement of Company assets or sale of a deceased Member’s interest therein, are hereby waived and dispensed with and the interest in the Company of a deceased Member shall be subject to the provisions of this Agreement.

     14.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

     14.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement, notwithstanding that all of the parties are not signatories to the original or the same counterpart, or that signature pages from different counterparts are combined, and the signature of any party to any counterpart shall be deemed to be a signature to and may be appended to any other counterpart.

     14.5 Gender: Captions. Words of any gender used in this Agreement shall be held to include any other gender, and words of the singular number shall be held to include the plural (and vice-versa), when the sense requires. The captions to each Article and section are inserted only as a matter of convenience and for reference only and in no way define, limit or describe the scope or intent of this Agreement or in any way affect it.

     14.6 Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, agreements, arrangement or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement which are not described herein.

     14.7 Provisions Severable. This Agreement is intended to be performed in accordance with and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement, or the application thereof to any person or circumstance, shall for any reason and to any extent be invalid or unenforceable, the remainder ‘of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

     14.8 Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of all Members and their respective legal representatives, heirs, permitted successors and permitted assigns.

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     IN WITNESS WHEREOF, the parties have entered into this Agreement and have hereunto set their hands to multiple copies hereof to be effective as provided in section 1.2.

MEMBERS

P.S.I. Holdings, Inc., an Ohio	VOCA Corporation of
Corporation	Indiana, an Indiana
Corporation
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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Schedule A

Registered Office and Service Agent:	Business Office:
Corporation Service Company	VOCA of Indiana, LLC
251 East Ohio Street	5555 Parkcenter Circle
Suite 500	Suite 200
Indianapolis, Indiana 46204	Dublin, Ohio 43017

Members and Unit Ownership Interest:

Name of Member	Member Type	Unit	Price Per	Capital
		Ownership	Unit	Contribution
VOCA Corporation of Managing Indiana	Member/Member	99	$1.00	$99.00
P.S.I. Holding Company	Member	01	$1.00	$1.00

Members Addresses:

VOCA Corporation of Indiana	P.S.I. Holdings, Inc.
4720 Kingsway Drive, Suite 400	5555 Parkcenter Circle, Suite 200
Indianapolis, Indiana 46205	Dublin, Ohio 43017

Managers:

Raymond H. Hayes: President and CEO
Rhonda Adams: Vice President
Kevin H. King: Vice President of Finance and Administration, Treasurer
Anne M. Sturtz: Secretary
Paul L. Bittner: Assistant Secretary

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EX-3.182 122 l18301aexv3w182.htm EXHIBIT 3.182

Exhibit 3.182

ARTICLES OF INCORPORATION
OF
VOCA RESIDENTIAL SERVICES. INC.

     The undersigned, desiring to form a corporation for profit under the Ohio General Corporation Law, does hereby certify:

     FIRST: The name of the corporation shall be VOCA RESIDENTIAL SERVICES, INC.

     SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is Dublin, Franklin County, Ohio.

     THIRD: The purpose or purposes for which the corporation is formed are to engage in any lawful act or activity for which a corporation may be formed under Sections 1701.01 to 1701.98, inclusive of the Ohio Revised Code.

     FOURTH: The Corporation shall be authorized to issue Seven Hundred Fifty (750) shares of common stock with no par value.

     FIFTH: The Corporation by its directors, may purchase or redeem shares of any class of stock issued by it at such price and upon such terms as may be agreed upon between the directors and the selling shareholder or shareholders.

     SIXTH: A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a seller. purchaser or otherwise, nor shall any contract or transaction be void or voidable with respect to the Corporation for the reason that it is between the Corporation and one or more of its directors or officers or between the Corporation and any other person in which one or more of its directors or any officers are directors, trustees, or officers. or have a financial or personal interest, or for the reason that one or more interested directors or officers participate in or vote at the meeting of the directors or a

committee thereof which authorizes such contract or transaction, if in any such case: (a) the material facts as to his or their relationship or interests and as to the contract or transaction are disclosed or are known to the directors or the committee and the directors or committee, in good faith reasonably justified by such facts, authorize the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholder entitled to vote thereon and the contract or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitled them to exercise a majority of the voting power of the Corporation held by persons not interested in the contract or transaction; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized or approved by the directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the directors, or a committee thereof which authorizes the contract or transaction.

     SEVENTH: Each person who at any time is or shall have been a director, officer, employee or agent of the Corporation or is or shall have been serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and his or her heirs, executors and administrators, shall be indemnified by the Corporation in accordance with and to the full extent permitted by the Ohio Corporation Act [Revised Code Section 1701.13(E)] as in effect at the time of the filing of these articles, or as amended from time to time thereafter. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any director, trustee, officer, employee, agent or other person may be entitled in any capacity as a matter of law or under any regulation,

agreement, vote of shareholders or directors, or otherwise. If authorized by the Board of Directors, the Corporation may purchase and maintain insurance against liability on behalf of any such person to the full extent permitted by law in effect at the time of the filing of these Articles or as changed from time to time.

CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
VOCA RESIDENTIAL SERVICES, INC.

     Vincent D. Pettittelli, President, and Anne M. Sturtz, Secretary, of VOCA Residential Services, Inc., an Ohio corporation, with its principle office located at 5555 Parkcenter Circle, Suite 200, Dublin, Ohio 43017-3586, do hereby certify that pursuant to Ohio Revised Code Section 1701.01, an instrument in writing signed by the holders of all of the shares of the corporation entitling them to vote on the proposal to amend the Articles of incorporation, as contained in the following resolutions, was duly executed by all of such shareholders pursuant to the authority of Ohio Revised Code Section 1701.54, as of December ___, 1992, and that, pursuant to which, by affirmative vote of the holders of shares entitling them to exercise all of the voting power of the corporation on such proposal, the following resolutions were adopted to amend the Articles:

     RESOLVED, that Article SEVENTH be amended in its entirety to read as follows:

     SEVENTH. Indemnification and Limitation of Liability:

     Section 1. In case any person 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 titan 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 lie reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or’ conviction, or upon a plea of nolo contendere or its equivalent, shall not, itself, create a presumption that the person did not act in good faith and in a manner lie reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any matter the subject of a criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

     Section 2. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the quest of the Corporation as a director, trustee, officer, employee, of agent of another corporation, domestic or foreign, nonprofit or for profit. partnership, joint venture, trust or other enterprise, the Corporation shall indemnify such person against expenses, including attorney’s 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 she best interests of the Corporation, except that no indemnification shall be made in respect of any of the following: (i) any claim, issue, or matter as to which such person is adjudged to be liable for misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas, or the court in which such action or suit was brought, determines 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 as the court of common pleas or such other court shall deem proper; or (ii) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.

     Section 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article SEVENTH, or in defense of any claim, issue, or matter therein, the Corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

     Section 4. Any indemnification under Sections 1 and 2 of this Article SEVENTH, 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, trustee, officer, employee, or agent is proper in the circumstances because be has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article SEVENTH. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified within the past five (5) years, (iii) by the shareholders, or (iv) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under clause (i) of this Section 4 or by independent legal counsel under clause (ii) of this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the Corporation referred to in Section 2 of this Article SEVENTH, and within tell (10) days after the receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

Section 5. (a) Unless the only liability asserted against a director in an action, suit, or proceeding referred to in Sections 1 and 2 of this Article SEVENTH is pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including attorneys’ fees, incurred by a director in defending the action, suit, or proceeding, shall be paid by the Corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (A) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken

with reckless disregard for the best interests of the Corporation; and (13) reasonably cooperate with the Corporation concerning the action, suit or proceeding.

(b) Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of this Article SEVENTH may be paid by the Corporation as they are incurred in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the Corporation.

     Section 6. Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the Corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the Corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the Corporation; provided, however, that, unless all directors are interested, the interested directors shall not participate and a quorum shall be one-third of the disinterested directors.

     Section 7. The indemnification authorized by this Article SEVENTH shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or 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, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     Section 8. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 indemnified hint against such liability under this Article SEVENTH. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

     Section 9. The authority of the Corporation to indemnify persons pursuant to Sections 1 and 2 of this Article SEVENTH does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to

Sections 5, 6, 7 and 8 of this Article SEVENTH. Sections 1 and 2 of this Article SEVENTH do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6, 7 and 8 of this Article SEVENTH.

Section 10. (a) No person shall be found to have violated his duties to the Corporation as a director of the Corporation in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the Corporation; (ii) a termination or potential termination of his service to the Corporation as a director; or (iii) his service in any other position or relationship with the Corporation), unless it is proved by clear and convincing evidence that the director has not acted: (i) in good faith; (ii) in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; or (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, nothing contained in this paragraph (a) limits the relief available under Section 1701.60 of the Onto Revised Code.

(b) In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the Corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the directors upon which he does not serve, duly established in accordance with the provisions of the Corporation’s Regulations, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

(c) A director in determining what he reasonably believes to be in the best interests of the Corporation shall consider the interests of the Corporation’s shareholders and, in his discretion, may consider (i) the interests of the Corporation’s employees, suppliers, creditors and customers; (ii) the economy of the state and nation; (iii) community and societal considerations; and (iv) the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests may he best served by the continued independence of the Corporation.

(d) A director shall be liable in damages for any action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of tli. Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.00 of the Ohio Revised Code.

     Section 11. As used in Article SEVENTH, references to the Corporation include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such a constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article SEVENTH with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. As used in Article SEVENTH, words of the masculine gender shall include the feminine gender.

     FURTHER RESOLVED, that Article EIGHTH be added in the Amended Articles of Incorporation to read as follows:

     EIGHTH: There shall be no cumulative voting rights with respect to shares of the Corporation’s Common Stock, with no par value per share.

     IN WITNESS WHEREOF, Vincent D. Pettinelli, President, and Anne M. Sturtz, Secretary, of VOCA Residential Services, Inc. acting on behalf of the corporation, have hereunto subscribed their names as of the 15th day of December, 1992.

VOCA Residential Services, Inc.
By:	/s/ Vincent D. Pettielli
	Vincent D. Pettielli, President
By:	/s/ Anne M. Sturtz
	Anne M. Sturtz, Secretary

December 15, 1992

EX-3.183 123 l18301aexv3w183.htm EXHIBIT 3.183

Exhibit  3.183

CODE OF REGULATIONS

OF

VOCA RESIDENTIAL SERVICES, INC.

ARTICLE I

SHAREHOLDERS

     SECTION 1.1. Annual Meeting.

     An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2 Special Meeting.

     A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of the meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least fourteen (14) and not more than sixty-five (65) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Ohio, as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notices or waivers of notice thereof.

     SECTION 1.4. Notice of Meetings.

     Every shareholder shall furnish the secretary of the company with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than 7 days before nor more than 60 days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at

the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meetings of shareholders in accordance with Section 1.13.

     Every notice of a special shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the company, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the company shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

     1) Roll call;

     2) Appointment of inspectors of election, if requested;

     3) Proof of notice of meeting or waiver thereof;

          A QUORUM BEING PRESENT:

     4) Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;

     5) Report of the board of directors, if any;

     6) Report of officers, if any;

     7) Reports of committees, if any;

     8) Election of directors, if any;

     9) Unfinished business, if any; and

     10) New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9. Voting.

     Each holder of a share or shares of the class or classes entitled to vote by law or the articles of incorporation shall be entitled to vote in person or by proxy for each such share registered in his or her name on the books of the company. As provided in Section 1.12 of this Article, a record date for determining which shareholders are entitled to vote at any meeting may be fixed.

     Shares of its own stock belonging to the company shall not be voted directly or indirectly. Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. A shareholder whose voting shares are pledged shall be entitled to vote the shares standing in his or her name on the books of the company.

     Upon a demand for a share vote upon any question by any shareholder present in person or by proxy at any meeting and entitled to vote thereat, such share vote shall be by ballot. Each ballot shall be signed by the shareholder voting or in his or her name by proxy if there be such proxy, and shall state the number of shares voted by him or her. Otherwise, share votes shall be made orally.

     SECTION 1.10 Proxies

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent to or give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of Section 1701.48 of the Ohio Revised Code or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

SECTION 1.11 Inspectors of Election.

     Inspectors of election may be appointed and act as provided in Section 1701.50 of the Ohio Revised Code or any future statute of like tenor or effect.

     SECTION 1.12 Fixing Record Date.

     The board of directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the company after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.13. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of the shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.14. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of Ohio, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

Board of Directors

     SECTION 2.1 General Powers of Board.

     The powers of the company shall be exercised, its business and affairs shall be conducted and its property shall be controlled by the board of directors, except as otherwise provided by the law of Ohio, the articles or these regulations.

     SECTION 2.2 Number and Qualifications.

     The number of directors, none of whom need be shareholders of the company, shall not be fewer than three nor more than seven; provided, however, that if the company at any time has less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. The precise number of directors may be fixed and from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At each meeting of the shareholders for the election of directors at which a quorum is present, those persons constituting a majority of the number of directors to be elected receiving the greatest number of common share votes, and those other persons receiving the greatest number of total votes shall be the directors. Any shareholder may cumulate his or her vote at an election of directors upon fulfillment of the conditions prescribed in Section 1701.55 of the Ohio Revised Code or any future statute of like effect.

     SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed, dies or is adjudged mentally incompetent, each directors shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified..

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the company. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8. Bylaws

     The Board of Directors may adopt a code of bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meetings and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of these regulations.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the board of directors. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

SECTION 2.10 Removal of Directors.

     Any directors may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11 Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of Ohio, the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE 3

Officers

     SECTION 3.1. Number and Titles.

     The officers of the company shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the company shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the company shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned or is removed. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3. Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the company may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5. Resignations

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the company shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the company’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the company may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8. subject to the control of the board of directors. The president shall superintend and manage the business of the company; coordinate and supervise the employees; fix the compensation of, discipline and discharge its personnel; employ agents, professional advisers and consultants; and perform all functions of a general manager of the company’s business. He or she may sign certificates for shares in the company as provided in Section 1701.24 of the Ohio Revised Code or any other pertinent statute. He or she may sign,

execute, and deliver in the name of the company all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the company’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the company or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the company to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the company; receive and give receipts for amounts payable to the company from any sources whatsoever; deposit all monies in the name of the company in such depositaries pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositaries of the company signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the company from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transactions of the company and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the company and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and
(e)	Present to the shareholders at each annual meeting or the meeting held in lieu of it, .the financial statements required by Section 1701.38 of the Ohio Revised Code

or any future statute of like effect and furnish copies of the statements to the shareholders as required by Section 1701.38 or any future statute.

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

SECTION 3.13 The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders 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 these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the company and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the company and. of the records thereof. Such records shall reflect the number of shares in the company issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each became the holder thereof;
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificates at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.13 above, certified by the officer or agent in charge of the transfer of shares;

(h)	Sign (or see that the treasurer or other proper officer of the company authorized by the board of directors signs) with the president or vice president, certificates for shares in the company;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, by the president or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, president or the board of directors may designate.

ARTICLE 4

Shares and Their Transfer

     SECTION 4.1. Certificates for Shares.

     Every owner of one or more shares in the company shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the company owned by him or her. The certificates of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the company by the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the company shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate surrendered to the company for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificates until such existing certificates shall have been so cancelled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the company shall be made only on the books of the company by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the company or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the company shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3. Regulations.

     The board of directors may make such rules and regulations as it may deem expedient, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules and regulations to be effective shall be incorporated in the Bylaws. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced, or mutilated but is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it cancelled and a new certificate issued in its place. The holder of any shares shall immediately notify the company if a certificate shall be lost, destroyed, or mutilated beyond recognition and the company may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the company a bond with such surety or sureties and in such sum as it shall direct, to indemnify the company and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of Ohio.

ARTICLE 5

Examination of Books by Shareholders

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts, and documents of the company shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in the Bylaws. No shareholder shall be denied any right to inspect any book record, account or document of the company as specified in Section 1701.37 of the Ohio Revised Code or any other Ohio law. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours for business be open to examination of every shareholder at the principal office or place of business of the company.

ARTICLE 6

Dividends, Surplus, Etc.

     The board of directors may declare dividends on the shares in the company whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the company render advisable. Dividends may be declared subject to the provisions of the articles of incorporation and of these regulations and to the extent and as permitted by Section 1701.33 of the Ohio Revised Code or any future statute of like tenor or effect.

     The board of directors at any time may cause the company to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes, or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the company unless such dividend or purchase or acquisition will not breach any contract or convenants of the company and it is reasonably believed that after such dividend or purchase or acquisition, the company will be able to pay its obligations as they become due in the usual course of its affairs, and such dividend or purchase or acquisition will not cause the assets of the company to be less than its liabilities plus stated capital. The company shall not speculate in its own shares or in the shares of any affiliated company.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the company’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the company. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 6, shall be deemed to have been so set aside by the board of directors for one or more of said purposes.

ARTICLE 7

Seal

     The board of directors may provide a corporate seal, which shall bear the full name of the company.

ARTICLE 8

Amendment of Regulations

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

ARTICLE 9

Indemnification and Insurance

     SECTION 9.1. Indemnification.

     The Corporation shall indemnify to the full extent permitted by law, a 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 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 as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other entreprise. The Corporation shall indemnify any such agent (as opposed to any director, officer

or employee) of this corporation to an extent greater than that required by law only if and to the extent that the directors may, in their discretion, so determine.

     The indemnification provided hereby shall be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the articles of incorporation or any agreement, vote of shareholders. or of disinterested directors or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a director, officer, employee or agent of the corporation. Said indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

     SECTION 9.2. Liability Insurance.

     The corporation may, to the full extent then permitted by law, and authorized by the directors, purchase and maintain insurance on behalf of any persons described in Section 9.1 of this Article against any liability asserted against and incurred by any such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability.

EX-99.1 124 l18301aexv99w1.htm EXHIBIT 99.1

Exhibit 99.1

RES-CARE, INC.
LETTER OF TRANSMITTAL
For Tender of All Outstanding
7³/4% Senior Notes Due 2013
in Exchange For
7³/4% Senior Notes Due 2013
Which Have Been Registered Under The Securities Act of 1933

Pursuant to the Prospectus
Dated February 22, 2006

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MARCH 24, 2006, UNLESS THE EXCHANGE OFFER IS EXTENDED.

To: WELLS FARGO BANK, NATIONAL ASSOCIATION
(The “Exchange Agent”)

By Overnight Courier or Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	Northstar East Bldg. — 12th Floor
6th & Marquette Avenue	P.O. Box 1517	608 2nd Avenue South
Minneapolis, MN 55479	Minneapolis, MN 55480	Minneapolis, MN 55402
Attn: Reorg	Attn: Reorg	Attn: Reorg
(if by mail, registered or certified
recommended)

By Facsimile:	To Confirm by Telephone:
	(800) 344-5128; or
(612) 667-6282	(612) 667-9764
Attn: Bondholder Communications	Attn: Bondholder Communications

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

     THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     The undersigned acknowledges that he or she has received the Prospectus, dated February 22, 2006, (the “Prospectus”) of Res-Care, Inc., a Kentucky corporation (the “Company”) and this Letter of Transmittal and the instructions hereto (the “Letter of Transmittal”), which together constitute the Company’s offer to exchange (the “Exchange Offer”) $1,000 principal amount of each of its 7³/4% Senior Notes due 2013 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of each of its outstanding 7³/4% Senior Notes due 2013 (the “Old Notes”), of which $150,000,000 aggregate principal amount is outstanding, upon the terms and subject to the

conditions set forth in the Prospectus. The term “Expiration Date” shall mean 5:00 p.m., New York City time, on March 24, 2006, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended by the Company. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

     This Letter of Transmittal is to be used either if (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders, (ii) tender of Old Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (“Depositary” or “DTC”), pursuant to the procedures set forth in “The Exchange Offer - - Procedures for Tendering” in the Prospectus by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes or (iii) tender of Old Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.” Delivery of this Letter of Transmittal and any other required documents must be made to the Exchange Agent. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

     The term “Holder” as used herein means any person in whose name Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder.

     All Holders of Old Notes who wish to tender their Old Notes must, before the Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person or to the address set forth above; and (2) tender (and not withdraw) his or her Old Notes or, if a tender of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a “Book-Entry Confirmation”), in each case in accordance with the procedures for tendering described in the Instructions to this Letter of Transmittal. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this Letter of Transmittal to be delivered to the Exchange Agent on or before the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer — Guaranteed Delivery Procedures” in the Prospectus. (See Instruction 2.)

     Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of the Old Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made promptly following the Expiration Date. For the purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if the Company has given written notice thereof to the Exchange Agent.

     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 Old Notes must complete this Letter of Transmittal in its entirety.

     PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 12 HEREIN.

     HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH ALL OF ITS TERMS.

EX-99.2 125 l18301aexv99w2.htm EXHIBIT 99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR 7³/4% SENIOR NOTES DUE 2013
OF RES-CARE, INC.

     As set forth in the Prospectus dated February 22, 2006 (the “Prospectus”) of Res-Care, Inc. (the “Company”) and in the Letter of Transmittal (the “Letter of Transmittal”), this form or a form substantially equivalent to this form must be used to accept the Exchange Offer (as defined below) if the certificates for the outstanding 7³/4% Senior Notes due 2013 (the “Old Notes”) of the Company and all other documents required by the Letter of Transmittal cannot be delivered to the Exchange Agent by the expiration of the Exchange Offer or compliance with book-entry transfer procedures cannot be effected on a timely basis. Such form may be delivered by hand or transmitted by facsimile transmission, telex or mail to the Exchange Agent no later than the Expiration Date, and must include a signature guarantee by an Eligible Institution as set forth below. Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Prospectus.

By Overnight Courier or Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	Northstar East Bldg. — 12th Floor
6th & Marquette Avenue	P.O. Box 1517	608 2nd Avenue South
Minneapolis, MN 55479	Minneapolis, MN 55480	Minneapolis, MN 55402
Attn: Reorg	Attn: Reorg	Attn: Reorg
(if by mail, registered or certified
recommended)

By Facsimile:	To Confirm by Telephone:
(612) 667-6282 Attn: Bondholder Communications	(800) 344-5128; or (612) 667-9764 Attn: Bondholder Communications

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS NOTICE OF GUARANTEED DELIVERY IS COMPLETED.

     This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instruction thereto, such signatures must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signature(s).

     Ladies and Gentlemen:

     The undersigned acknowledges receipt of the Prospectus and the related Letter of Transmittal which describes the Company’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of a new series of 7³/4% Senior Notes due 2013 (the “Exchange Notes”) for each $1,000 in principal amount of the Old Notes.

     The undersigned hereby tenders to the Company the aggregate principal amount of Old Notes set forth below on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal pursuant to

EX-99.3 126 l18301aexv99w3.htm EXHIBIT 99.3

Exhibit 99.3

RES-CARE, INC.

OFFER TO EXCHANGE
7³/4% SENIOR NOTES DUE 2013
FOR ANY AND ALL OF ITS
7³/4% SENIOR NOTES DUE 2013

     To Our Clients:

     Enclosed for your consideration are the Prospectus, dated February 22, 2006 (the “Prospectus”) and the related Letter of Transmittal (which together with the Prospectus constitute the “Exchange Offer”) in connection with the offer by Res-Care, Inc., a Kentucky corporation (the “Company”), to exchange its 7³/4% Senior Notes due 2013 (the “Exchange Notes”) for any and all of the outstanding 7³/4% Senior Notes due 2013 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Exchange Offer.

     We are the Registered Holders of Old Notes held for your account. An exchange of the Old Notes can be made only by us as the Registered Holders and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Old Notes held by us for your account. The Exchange Offer provides a procedure for holders to tender by means of guaranteed delivery.

     We request information as to whether you wish us to exchange any or all of the Old Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer.

     Your attention is directed to the following:

     1. The Exchange Notes will be issued in exchange for the Old Notes at the rate of $1,000 principal amount of Exchange Notes for each $1,000 principal amount of Old Notes. Interest on the Exchange Notes issued pursuant to the Exchange Offer will accrue from the last interest payment date on which interest was paid on the Old Notes surrendered in exchange therefor or, if no interest has been paid, from the original date of issuance of the Old Notes. Interest on the Exchange Notes is payable semi-annually on each April 15 and October 15, commencing on April 15, 2006. The Exchange Notes will bear interest (as do the Old Notes) at a rate equal to 7³/4% per annum. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Old Notes, except that (i) the offering of the Exchange Notes has been registered under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the Exchange Notes will not be subject to transfer restrictions (except as otherwise set forth herein) and (iii) certain provisions relating to liquidated damages on the Old Notes provided for under certain circumstances will be eliminated.

     2. Based on an interpretation by the staff of the Securities and Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder which is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or a “broker” or “dealer” registered under the Securities Exchange Act of 1934, as amended) 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 or understanding with any person to participate in the distribution of such Exchange Notes. See the discussion in the Prospectus under “The Exchange Offer — Purpose and Effect of the Exchange Offer.”

     3. The Exchange Offer is not conditioned on any minimum principal amount of Old Notes being tendered.

     4. Notwithstanding any other term of the Exchange Offer, the Company will not be required to accept for exchange, or exchange Exchange Notes for, any Old Notes not theretofore accepted for exchange, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Old Notes, if any of the conditions described in the Prospectus under “The Exchange Offer - Conditions to the Exchange Offer” exist.

     5. Tendered Old Notes may be withdrawn at any time before 5:00 p.m., New York City time, on March 24, 2006.

     6. Any transfer taxes applicable to the exchange of the Old Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in the Prospectus under “The Exchange Offer — Solicitation of Tenders; Fees and Expenses” and in Instruction 9 of the Letter of Transmittal.

     If you wish to have us tender any or all of your Old Notes, please so instruct us by completing, detaching and returning to us the instruction form attached hereto. An envelope to return your instructions is enclosed. If you authorize a tender of your Old Notes, the entire principal amount of Old Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

     The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of (i) holders of the Old Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any provision of any applicable security law, and (ii) holders of Old Notes who are affiliates of the Company.

EX-99.4 127 l18301aexv99w4.htm EXHIBIT 99.4

Exhibit 99.4

RES-CARE, INC.

OFFER TO EXCHANGE
7³/4% SENIOR NOTES DUE 2013
FOR ANY AND ALL OF ITS
7³/4% SENIOR NOTES DUE 2013

To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:

     We are enclosing herewith an offer by Res-Care, Inc., a Kentucky corporation (the “Company”), to exchange its 7³/4% Senior Notes due 2013 (the “Exchange Notes”) for any and all of its outstanding 7³/4% Senior Notes due 2013 (the “Old Notes”), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated February 22, 2006 (the “Prospectus”), and related Letter of Transmittal (which together with the Prospectus constitutes the “Exchange Offer”).

     The Exchange Offer provides a procedure for holders to tender the Old Notes by means of guaranteed delivery.

     The Exchange Offer will expire at 5:00 p.m., New York City time, on March 24, 2006, unless extended (the “Expiration Date”). Tendered Old Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

     Based on an interpretation by the staff of the Securities and Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder which is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or a “broker” or “dealer” registered under the Securities Exchange Act of 1934, as amended) 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. See the discussion in the Prospectus under “The Exchange Offer — Purpose and Effect of the Exchange Offer.”

     The Exchange Offer is not conditioned on any minimum principal amount of Old Notes being tendered.

     Notwithstanding any other term of the Exchange Offer, the Company will not be required to accept for exchange, or exchange Exchange Notes for, any Old Notes not theretofore accepted for exchange, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Old Notes, if any of the conditions described in the Prospectus under “The Exchange Offer — Terms of the Exchange Offer” exist.

     The Company reserves the right not to accept tendered Old Notes from any tendering holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws.

     For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

     1. A Prospectus dated, February 22, 2006.

     2. A Letter of Transmittal for your use and for the information of your clients.

     3. A printed form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

     4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 of the Internal Revenue Service.

EX-99.5 128 l18301aexv99w5.htm EXHIBIT 99.5

Exhibit 99.5

RES-CARE, INC.

OFFER TO EXCHANGE
7³/4% SENIOR NOTES DUE 2013
FOR ANY AND ALL OF ITS OUTSTANDING
7³/4% SENIOR NOTES DUE 2013

INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER

     The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal, in connection with the offer by the company to exchange the 7³/4% Senior Notes due 2013 (the “Old Notes”).

     This will instruct you to tender the principal amount of Old Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal.

     The undersigned represents that (i) the 7³/4% Senior Notes due 2013 (the “Exchange Notes”) to be acquired pursuant to the Exchange Offer in exchange for the Old Notes designated below are being obtained in the ordinary course of business of the person receiving such Exchange Notes, (ii) neither the undersigned nor any other person receiving such Exchange Notes is participating, intends to participate, or has any arrangement or understanding with any person to participate, in the distribution of such Exchange Notes, and (iii) it is not an “affiliate,” as defined under rule 405 of the Securities Act of 1933 (the “Securities Act”), of the Company. Affiliates of the Company may not tender their Old Notes in the Exchange Offer.

     If the undersigned is a “broker” or “dealer” registered under the Securities Exchange Act of 1934 that acquired Old Notes for its own account pursuant to its market-making or other trading activities (other than Old Notes acquired directly from the Company), the undersigned understands and acknowledges that it may be deemed to be an “underwriter” within the meaning of the Securities Act and, therefore, must deliver a prospectus relating to the Exchange Notes in connection with any resales by it of Exchange Notes acquired for its own account in the Exchange Offer. Notwithstanding the foregoing, the undersigned does not thereby admit that it is an “underwriter” within the meaning of the Securities Act.

     You are hereby instructed to tender all Old Notes held for the account of the undersigned unless otherwise indicated below.

     _______ Do not tender any Old Notes.

     _______ Tender Old Notes in the aggregate principal amount of $_______

SIGNATURE:

Name of Beneficial Owner (please print)

By

Signature

Address

Area Code and Telephone Number

Dated:                , 2006

-----END PRIVACY-ENHANCED MESSAGE-----

EX-3.10

Exhibit 3.10

ARTICLES OF INCORPORATION

B.W.J. OPPORTUNITY CENTERS, INC.

     The undersigned James M. Martin, a natural person of the age of eighteen (7.8) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, hereby adopts the following Articles of Incorporation for the corporation.

ARTICLE ONE

     The name of the corporation is B.W.J. Opportunity Centers, Inc.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

     The aggregate number of shares that the corporation shall have authority to issue is 10,000 shares of the par value of $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 consisting of money, labor done, or property actually received.

ARTICLE SIX

     The street address of its initial registered office is 707 West Tenth Street, Austin, Texas 78701, and the name of its initial registered agent at that address is James M. Martin.

ARTICLE SEVEN

     The number of Directors constituting the initial Board of Directors is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Robert K. Conkright	Warren T. Watford
11909 Arabian Trail	1408 Brighton Lane
Austin, Texas 78759	Austin, Texas 78723

James C. Pace	David P. French
207 Mill Street	8100 Hickory Creek Drive
San Marcos, Texas 78666	Austin, Texas 78735

ARTICLE EIGHT

     The name and address of the incorporator is:

James M. Martin
707 West Tenth Street
Austin, Texas 78701

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this 19^th day of June, 1986.

/s/ James M. Martin James M. Martin

VERIFICATION

THE STATE OF TEXAS	X
	X
COUNTY OF TRAVIS	X

     BEFORE ME, a notary public, on this day personally appeared James M. Martin, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements contained therein are true and correct.

     Given under my hand and seal this 19^th of June, 1986.

/s/ Melinda Goff

Melinda Goff
Printed Name of Notary
My commission Expires:
11/1/89

MBO1.JMM 2

2

EX-3.11

Exhibit 3.11

SECOND AMENDED
BYLAWS
B.W.J. OPPORTUNITY CENTERS, INC.

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas Avenue, Houston, Texas 77002, and the name of the registered agent of the corporation is’ C T Corporation System.*

^*Amended November 1, 1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

^*Amended January 30, 1995

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either

personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

*Amended August, 1996

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote. of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized. number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may .adjourn from time to time until

the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may

from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this 16^th day of August, 1996.

          /S/ Dennis Latimer
Dennis Latimer, Director

          /S/ Dennis Henegar
Dennis Henegar, Director

EX-3.12

Exhibit 3.12

ARTICLES OF INCORPORATION

Honorable Roy Blunt
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do hereby adopt the following Articles of Incorporation.

ARTICLE I

     The name of the corporation is Baker Management, Inc.

ARTICLE II

     The address, including street and number of the corporation’s initial registered office in this state, is Route 2, Box 60, Bolivar, Missouri, and the name of its initial registered agent at such address is Frank Follis.

ARTICLE III

     The aggregate number of shares which the corporation shall have the authority to issue shall be Three Thousand shares of common stock, all of such shares to have a par value of Ten Dollars ($10.00) each. Said shares shall not have any preferences, qualifications, limitations, restrictions or special rights.

ARTICLE IV

     The pre-emptive rights of shareholders are not limited.

ARTICLE V

     The name and address of the incorporator of the corporation is Frank Follis, Route 2, Box 60, Bolivar, Missouri 65613.

ARTICLE VI

     The number of directors to constitute the first Board of Directors is Two (2). Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws. Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE VII

     The duration of the corporation is perpetual.

ARTICLE VIII

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX

     The corporation is formed for the following purposes:

     To operate a private home, institution, building, residence, or other place which provides residential, domiciliary or nursing care for persons, who, by reason of mental or physical illness, physical infirmities, or advanced age are unable to care for themselves.

     To provide shelter and care for individuals, including treatment or services which meet some need of the individual beyond the basic requirements for food, shelter, and laundry.

     To purchase, lease, hire, or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds of property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares in accordance with the provisions and limitations of Section 351.390 RSMo. 1969.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things, business, or businesses in any manner connected therewith or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly, to promote the interest of the corporation or enhance the value or render profitable any of its property or rights or for the purpose of attaining or furthering any of its objects and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may be exercised by law, either by or through principals, agents, attorneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world, and in addition, to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation.

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 1^st day of March, 1985.

/s/ Frank Follis  

Frank Follis 

STATE OF MISSOURI	)
	)	ss.
COUNTY OF POLK	}

I, Winona I. Abernathy , a Notary Public, do hereby certify that on the 1st day of March, 1985, personally appeared before me Frank Follis, who being by me first duly sworn, declares that he is the person who signed the foregoing document as incorporator and the statements therein contained are true.

/s/ Winona I. Abernathy  

Notary Public 

     WINONA I. ABERNATHY 

My Commission Expires:
July 18, 1985

EX-3.13

Exhibit 3.13

BY-LAWS

OF

B & F MANAGEMENT, INC.

ARTICLE I

Offices

     The principal office of the corporation in the State of Missouri shall be located in Springfield, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at the hour of 10:00 A.M. on the 3rd Tuesday in January in each year, beginning with the year 1986 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 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 herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

     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 Missouri, and consent to the holding of a meeting,

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such meeting shall be valid, without call or notice, and at such meeting any corporate action may be taken.

     Section 6. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversation or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective, as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the

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shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

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     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many

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persons as there are directors to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the corporation, shall be Two (2), each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

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     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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.

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     Section 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vancancies until the successor or successors are elected___at the next annual meeting of the shareholders. A director elected to fill a vancancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of

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Directors. 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 such authority and perform such dutues in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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 judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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.

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     Section 5. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer therunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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 VicePresident, the Vice-Presidents 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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

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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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (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, 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 general charge of the stock transfer books of the corporation; (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 by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto authorized by the Board of Directors, may sign with the President or a Vice-President certificates for shares of the corporation, the issue of

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which shall have been authorized by a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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, 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.

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     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, Treasurer or an Assistant Secretary or Treasurer, 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 the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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.

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ARTICLE VII

Fiscal Year

     The fiscal year of the corporation shall begin on the first day of October in each year and end on the last day of September in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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.

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ARTICLE XI

Indemnification Of Officers And Directors Against
Liabilities And Expenses In Actions

     Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders,

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as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any by-laws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

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EX-3.14

Exhibit 3.14

AMENDED ARTICLES OF INCORPORATION

Honorable Rebecca McDowell
Cook Secretary of State
State of Missouri
Post Office Box 778
Jefferson City, MO 65102

     Pursuant to the provisions of the General and Business Corporation Law of Missouri, Bald Eagle Enterprises, Inc., hereby certifies the adoption of the following Amended Articles of Incorporation, the same having been approved by the unanimous written consent of all of the Shareholders holding all of the One Thousand (1,000) issued and outstanding common shares of Bald Eagle Enterprises, Inc., on the 29th day of December, 1997:

ARTICLE I

     The name of the corporation is Bald Eagle Enterprises, Inc. ARTICLE II

     The address, including street and number of the corporation’s registered office in this state is I11 West Broadway, Bolivar, Missouri, and the name of its registered agent at such address is Kerry D. Douglas.

ARTICLE III

     The purpose of the corporation is amended from that described in Article IX of the Articles of Incorporation. The amended purpose of the corporation is to engage in any lawful act or activity anywhere for which corporations may be organized under the General and Business Corporation Law of Missouri.

ARTICLE IV

     The aggregate number of shares of all classes of stock which the corporation shall have authority to issue is 5,500, divided into two classes as follows:

          (i) 3,000 shares of a class designated as Common Stock, with $10.00 par value per share; and

          (ii) 2,500 shares of a class designated as Preferred Stock, with $1.00 par value, consisting of a single series designated as Series A Preferred Stock.

     The voting powers, designations, preferences, qualifications, limitations, restrictions and special or relative rights in respect of each class and series of stock are as follows:

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     (A) Common Stock. The holders of shares of Common Stock shall be entitled (i) to vote on all matters at all meetings of the stockholders of the corporation on the basis on one vote for each share of Common Stock held of record; (ii) subject to any preferential dividend rights applicable to the Preferred Stock, to receive such dividends as may be declared by the Board of Directors; and (iii) in the event of the voluntary or involuntary liquidation or winding up of the corporations, after distribution in full of any preferential amounts to be distributed to holders of shares of Preferred Stock, to receive all of the remaining assets of the corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

     (B) Series A Preferred Stock. The holders of shares of Series A Preferred stock shall be entitled to the following powers, rights and preferences in respect of the Series A Preferred Stock:

          1. Dividends. The holders of outstanding shares of Series A Preferred Stock shall not be entitled to receive dividends or distributions of any kind or nature.

          2. Liquidation Rights.

          (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, before any payment or distribution shall be made to the holders of any other class or series of stock of the corporation other than Liquidation Parity Stock (as hereinafter defined) (“Junior Stock”), subject to the rights of creditors, the holders of outstanding shares of Series A Preferred stock shall be entitled to be paid out of the assets of the corporation available for distribution to stockholders, an amount per share in cash equal to the sum of $1,000 (the “Liquidation Price”), at the time of such liquidation, dissolution or winding up of the affairs of the corporation. The series A Preferred stock shall rank on parity with all other preferred stock of the corporation as to liquidation, dissolution or winding up (“Liquidation Parity Stock”). After the payment of the setting apart for payment of amounts so payable to the holders of the Series A Preferred Stock and the Liquidation Parity Stock, the remaining assets shall be available for distribution to the holders of Junior Stock according to their respective rights and priorities.

          (b) If, upon any liquidation, dissolution or winding up of the affairs of the corporation, either voluntarily or involuntarily, the assets of the corporation available for distribution to the holders of outstanding shares of Series A Preferred Stock and any outstanding Liquidation Parity Stock shall be insufficient to permit the payment in full of the respective liquidation preferences of the Series A Preferred Stock and Liquidation Parity Stock, then such assets of the corporation available for distribution shall be distributed among the holders of the Series A Preferred Stock and Liquidation Parity Stock ratably in accordance with the respective amount which would be payable on the Series A Preferred Stock and Liquidation Parity Stock if all amounts payable thereon were paid in full.

          3. Voting Rights. Except as otherwise provided by the General and Business Corporation Law of Missouri, the holders of the outstanding shares of Series A Preferred Stock

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shall not be entitled to vote or otherwise consent to any matter requiring the vote or consent of the stockholders of the corporation under the laws of the State of Missouri.

          4. Redemption Right.

          (a) The corporation shall have the continuing right, commencing on January 1, 1999, to redeem the shares of Series A Preferred Stock issued by the corporation at a price per share in cash equal to the sum of $1,000 (the “Redemption Price”).

          (b) Notice of any redemption, specifying the date fixed for said redemption and the place where the Redemption Price is payable, shall be mailed, postage prepaid, at least ten days but not more than sixty days prior to said redemption date to each holder of record of Series A Preferred Stock to be redeemed at his address as the same shall appear on the books of the corporation. If less than all the shares of the Series A Preferred Stock owned by such holder are then to be redeemed, (i) the notice shall specify the number of shares thereof which are to be redeemed and the numbers of the certificates representing such shares, and (ii) upon surrender of the certificate or certificates representing shares of Series A Preferred Stock being so redeemed the corporation shall issue to the holder of such certificate or certificates a new certificate representing the balance of the shares covered by such surrendered certificate of certificates not being so redeemed. 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 so to be redeemed, 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 Series A 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 Series A Preferred Stock to 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 Redemption Price. Each holder of Series A Preferred Stock being redeemed shall be entitled to receive the Redemption Price, without interest, upon surrender for cancellation of the certificate of certificates representing the shares being redeemed.

          5. Right to Require Redemption.

          (a) Each holder of Series A Preferred Stock shall have the continuing right, commencing on January 1, 1999, at such holder’s option, to require the corporation to purchase , and upon the exercise of such right the corporation shall purchase, all or an y part of such holder’s shares of Series A Preferred Stock, at the Redemption Price.

          (b) Notice of the exercise by such holder of the right to require such redemption, specifying the date fixed for said redemption, shall be mailed, postage prepaid, at least thirty days but not more than sixty days prior to said redemption date to

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the corporation at its principal place of business or to such other address given by the corporation to the holders of Series A Preferred Stock from time to time. Except as otherwise agreed by the corporation, the Redemption Price shall be payable at the principal place of business of the corporation. If less than all the shares of the Series A Preferred Stock owned by any holder are then to be redeemed, (i) the notice shall specify the number of shares thereof which are to be redeemed and the numbers of the certificates representing such shares, and (ii) upon surrender of the certificate or certificates representing g shares of Series A Preferred Stock being so redeemed the corporation shall issue to the holder of such certificate or certificates a new certificate representing the balance of the shares covered by such surrendered certificate of certificates not being so redeemed. 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 so to be redeemed, 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 Series A 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 Series A 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 R P. Each holder of Series A Preferred Stock being redeemed shall be entitled to receive the Redemption Price, without interest, upon surrender for cancellation of the certificate of certificates representing the shares being redeemed.

          6. Reacquisition. Shares of Series A Preferred Stock which have been issued and reacquired or redeemed by the corporation in any manner shall be canceled and shall not be reissued, and the stated capital of the corporation shall be reduced in accordance with the General and Business Corporation Law of Missouri.

          7. Certificate Legend. Each certificate which evidences a share or shares of Series A Preferred Stock shall contain on its face the following legend:

“THE SHARES OF SERIES A PREFERRED STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER FEDERAL OR STATE SECURITIES LAWS AND NO SUCH SHARES MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER THE APPLICABLE STATE SECURITIES LAWS.”

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ARTICLE V

     The Board of Directors of the corporation is authorized and empowered to adopt, amend or repeal any or all of the bylaws of the corporations, subject to the power of the stockholders of the corporation to make, alter or repeal any or all of the bylaws of the corporation. The number of directors of the corporation is two (2).

ARTICLE VI

     (A) Elimination of Certain Liability of Directors. A director of the corporation shall not be personally liable to the corporation or its stockholder 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 the General and Business Corporation Law of Missouri, or (iv) for any transaction from which the director derived an improper personal benefit. If the General and Business Corporation Law of Missouri is amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of a director of the corporation shall be limited or eliminated to the fullest extend permitted by the General and Business Corporation Law of Missouri, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

     (B) Indemnification and Insurance.

          1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, office, employee or agent of another corporation of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, 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 General and Business Corporation Law of Missouri, 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 said 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 or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 2 below, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the

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corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; Drovided, however, that, if the General and Business Corporation Law of Missouri requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

     2. Right of Claimant to Bring Suit. If a claim under paragraph 1 above is paid in full by the corporation within thirty days after a written claim has been received by the corporation, 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 be entitled to be paid also the expense of prosecuting such claim, it shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition when the required undertaking, if a ny is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General and Business Corporation Law of Missouri to indemnify the claimant 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, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General and Business Corporation Law of Missouri, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     3. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     4. Insurance. The corporation may at its option 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 such 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 General and Business Corporation Law of Missouri.

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ARTICLE VII.

     The duration of the corporation is perpetual.

ARTICLE VIII.

     The name and address of the incorporator having filed the Articles of Incorporation with the Missouri Secretary of State is John W. Kallenbach, 111 W. Broadway, Bolivar, Missouri.

ARTICLE IX.

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

     IN WITNESS WHEREOF, these Amended Articles of Incorporation have been signed this 29th day of December, 1997.

/s/ Frank Follis  

Frank Follis, President 

Attest

/s/ Marilyn Follis
Marilyn Follis, Secretary

STATE OF MISSOURI	)
	)
COUNTY OF POLK	)

     I, Janice L. Doty, a Notary. Public, do hereby certify that on the 29th day of December, 1997, personally appeared before me Frank Follis, who being by me first duly sworn, declares that he is the person who signed the foregoing document as incorporator/president and the statements therein contained are true.

/s/ Janice L. Doty  

Janice L. Doty 

Notary Public
My Commission Expires Jan. 15, 1998 

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EX-3.15

Exhibit 3.15

BY-LAWS

OF

BALD EAGLE ENTERPRISES, INC.

- - -

ARTICLE I

Offices

     The principal office of the Corporation in the State of Missouri shall be located in Bolivar, Missouri. The Corporation may have such other offices, either within or without the State of Missouri, as the business of the Corporation may require from time to time.

     The registered office of the Corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transactions of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within

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the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meetings of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or of any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid.

     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 Missouri, and consent to the holding of a meeting,

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such meeting shall be valid, without call or notice, and at such meeting any corporate action may be taken.

     Section 6. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the Corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversion or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders entitled to vote at the meeting, and any adjournment of the meeting.

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     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

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     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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

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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, Election and Term: The number of directors of the Corporation, shall be two (2), each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of. the Board of Directors called by them.

     Section 5. Notice Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. If mailed, such

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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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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 of waiver of notice of such meeting.

     Section 6. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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;

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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. Number: The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The President shall be chosen from the Members of the Board of Directors. The remaining officers of the Corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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.

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     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 interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the Corporation, and shall, in general, supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general 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: 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 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary,

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or with the Treasurer or an Assistant Treasurer, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board- of Directors.

     Section 8. The 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) by custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, or 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 general charge of the stock transcript books of the Corporation; (g) in general perform all duties incidental to the office

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of Secretary and such other duties as may, from time to time, be assigned to him/her by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

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 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.

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     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, Treasurer or an Assistant Secretary or Treasurer, 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 the 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

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whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

ARTICLE VU

Fiscal Year

     The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in each year.

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 words, “Corporate Seal, Missouri. “

ARTICLE X

Waiver of Notice

     Whenever any notice whatever is required to be given under the provisions of these bylaws, or under the provisions of the articles of incorporation, or under the provisions of The General and Business Corporation Act of Missouri, 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.

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ARTICLE XI

Indemnification of Officers and Directors Against

Liabilities And Expenses In Actions

     Each director or officer, or former director or officer of this Corporation, and his legal representatives, shall be indemnified by this Corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this Corporation, served as director or officer of another Corporation in which such Corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the Corporation so requesting him to serve; provided that in neither case shall the Corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a’ Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

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ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any laws may be adopted at any annual meeting of the Board of Directors or. at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Susie Baker	/s/ Marilyn Follis
Susie Baker	Marilyn Follis

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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
BALD EAGLE ENTERPRISES, INC.

     The undersigned being all of the members of the Board of Directors of BALD EAGLE ENTERPRISES, INC. (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution effective as of                                         .

WHEREAS, the Board of Directors has determined that the, bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article II, Section 1 of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

     Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transactions of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

/s/ Ronald G. Geary

               Ronald G. Geary

/s/ Ralph G. Gronefeld, Jr.

               Ralph G. Gronefeld, Jr.

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EX-3.16

Exhibit 3.16

CERTIFICATE OF AUTHENTICITY OF MEDICAL RECORDS

Medical Records Custodian
Central Baptist Hospital
1740 Nicholasville Road
Lexington, KY 40503-1431

     I,                                                             , the undersigned, do hereby certify that I am the                                                              (title or position) for Central Baptist Hospital and that I have reviewed the records attached hereto showing treatment information for Barbara Dison [D.O.B. 12/29/1963; SSN: ###-##-####].

     I further certify that (1) the attached copies of records for which this certification is made consist of                                          pages and are true reproductions of the original records maintained by Central Baptist Hospital, (2) that the records were made at or near the time of the occurrence of the matter set forth by, or from information transmitted by, a person or persons with knowledge of those matters, (3) that the original records are kept in the course of a regularly conducted activity and, (4) that the records were made by the regularly conducted activity as a regular practice.

	(Signature)
COMMONWEALTH OF KENTUCKY		)
		)
COUNTY OF		)

     The foregoing Certification was subscribed and sworn to before me by                                                             , on the                    day of                                         , 2006.

Notary Public

My commission expires:

EX-3.17

Exhibit 3.17

BY-LAWS

OF

BOLIVAR DEVELOPMENTAL TRAINING CENTER

* * *

ARTICLE I

Offices

     The principal office of the corporation in the State of Missouri shall be located in Bolivar, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect dire ors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall

be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

     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 Missouri, 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. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversion or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective, as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholdere entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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. of kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or. trustee may be voted by such fiduciary, either. in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the corporation, shall be three (3), each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vancancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vancancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and perform such duties in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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 interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer therunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, 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 general charge of the stock transfer books of the corporation; (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 by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their

duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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, 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, Treasurer or an Assistant Secretary or Treasurer, 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 therby with the number of shares and the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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 unto -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 first day of July in each year and end on the last day of June in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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 Against
Liabilities And Expenses In Actions

     Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any

action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. ‘Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any bylaws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Marilyn Follis

/s/ Susie Baker  

/s/ Frank Follis

UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
BOLIVER DEVELOPMENTAL TRAINING CENTER, INC.

     The undersigned being all of the members of the Board of Directors of BOLIVER DEVELOPMENTAL TRAINING CENTER, INC. (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution effective as of October 20, 2004.

WHEREAS, the Board of Directors has determined that the bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article II, Section 1 of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect dire ors at or within such time, shall not work forfeiture or a dissolution of the Co p.ratio , and shall not otherwise affect valid corporate acts.

/s/ Ronald G. Geary
	Ronald G. Geary
/s/ Ralph G. Gronefeld, Jr.
	Ralph G. Gronefeld, Jr.
/s/ Steve Brunet
	Steve Brunet

EX-3.20

Exhibit 3.20

ARTICLES OF INCORPORATION OF CAREERS IN PROGRESS, INC.

UNITED STATES OF AMERICA STATE OF LOUISIANA * PARISH OF ORLEANS

* * * * * *

     The undersigned, availing himself of the provisions of the Louisiana Business Corporation Law does hereby organize himself, his successors and assigns, into a corporation in pursuance of that law., ‘under and in accordance with the following Articles ^ f Incorporation:

ARTICLE I.

NAME

     The name of the corporation is:

CAREERS IN PROGRESS, INC.

ARTICLE II.

OBJECTS AND PURPOSES

     The objects and purposes for which this corporation is organized and the nature of the business to be carried on by it are stated and declu: of to be as follows:

     To enter into any business lawful under the laws of the State of Louisiana, either for its own account, or for the account of others, as agent, and either as agent or principal, to enter upon or engage in any kind of business of any nature whatsoever, , in which corporations organized under the Louisiana business Corporations Law may engage; and to the extent not prohibited thereby to enter upon and engage in any kind of business of any nature whatsoever in any other state of the United States of America, any foreign nation, and any territory of any country to the extent permitted by the laws of such other state, nation or territory.

ARTICLE Ill.

CAPITAL

     The aggregate number of shares which this corporation shall have authority to issue is one thousand (1,000), all without par value.

ARTICLE IV. INCORPORATOR

     The Incorporator’s name and post office address is:

Bernard H. Berins
2500 Poydras Center
⁶50 Poydras Street
New Orleans, Louisiana 70130

ARTICLE V. PREEMPTIVE RIGHTS

     The shareholders shall have preemptive rights.

ARTICLE VI.

REVERSION

     Cash, property or share dividends and shares issuable to shareholders in connection with a reclassification of stock which are not claimed by the shareholders thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’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 (a) the payment of the amount of any cash or property dividend or redemption price or (b) the issuance of any shares, ownership of which

has reverted to the Corporation pursuant hereto, to the entity who or which would be entitled thereto had such reversion not occurred.

ARTICLE VII.

DIRECTORS

     The number of directors of the corporation shall be such number, not less than two (2) nor greater than five (5), as shall be designated in the-by-laws, or if not so designated, as shall be elected from time to time by the shareholders. When all of the outstanding shares are held of record by fewer than two (2y shareholders, there need be only as many directors as there are shareholders.

ARTICLE VIII.

SHAREHOLDERS’ CONSENTS

     Consents in writing to corporate action may be signed by the shareholders having that proportion of the total voting power which would be required to authorize or constitute such action at a meeting of shareholders.

     IN WITNESS WHEREOF, the Incorporator has hereunto placed his signature on this 12th day of August 1994.

WITNESSES:
STATE OF LOUISIANA PARISH OF
ORLEANS

     BE IT KNOWN, That on this 12th day of August, 1994,

     BEFORE ME, ‘the undersigned authority, duly commissioned, qualified and sworn, within and for the State and Parish aforesaid, personally came and appeared BERNARD H. BERINS, to n•.a known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, in the presence of. the undersigned

competent witnesses, that he executed the above and foregoing instrument of his own free will, as his own act and deed, for the uses, purposes and benefits therein expressed.

EX-3.21

Exhibit 3.21

BYLAWS

OF

CAREERS IN PROGRESS, INC.

     I certify that the following Bylaws, consisting of six pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Careers In Progress, Inc. (the “Company”), by an Unanimous Written Action by Board of Directors in Lieu of Organizational Meeting dated August 17, 1994.

/s/ Kathyrn S. Graham, Secretary

Karthryn S. Graham, Secretary

BYLAWS

OF

CAREERS IN PROGRESS, INC.

ARTICLE I

     Section 1. Annual Meeting of Shareholders. The annual meeting of the shareholders shall be held on a date set by the Secretary on or before March 31 of each year, for the purpose of electing directors, and for the transaction of such other business as may be brought before the meeting. It will be the duty of the Secretary to cause notice of each annual meeting to be delivered personally or by mail, properly addressed to each of the shareholders at their last known address, at least five (5) days before such meeting. Any shareholder may waive notice of the meeting.

     Section 2. Special Meeting of Shareholders. Special meetings of the shareholders may be held whenever called at any time in writing by vote of a majority of the Board of Directors or by the President or upon the written request of any shareholder or shareholders holding in the aggregate one-fifth of the total voting power. Notice of all special shareholders’ meetings, other than adjourned meetings, shall be given in the manner prescribed for the annual shareholders’ meeting, except the notice must be given at least two days prior to the date of the meeting. Any shareholder may waive notice of the meeting.

     Section 3. Quorum. At any shareholders’ meeting, 510 of the issued and outstanding shares of the Company’s stock entitled to vote at such meeting which are present in person or represented by proxy shall constitute a quorum for all purposes, unless by law a larger representation is required, and in that case, the percentage so prescribed by law. If the holders of stock necessary to constitute a quorum shall fail to attend in person or by proxy at an annual or special meeting, a majority of the shareholders present in person or by proxy may adjourn the meeting from time to time, without notice, other than by announcement at the meeting, until holders of stock sufficient to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 4. Voting. At each meeting of shareholders, each shareholder shall be entitled to vote in person or by proxy, appointed by instrument in writing, signed by the shareholder or his authorized attorney and delivered to the

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secretary of the meeting, and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting.

ARTICLE II

     Section 1. Board of Directors. The Board of Directors shall consist of not less than two, nor more than five, persons, except that when all of the outstanding shares of the Company are held of record by fewer than two shareholders, there need be only as many directors as there are shareholders. The directors shall be elected by the shareholders at the annual meeting and shall hold office for one year and until their successors are elected and qualified.

     Section 2. Place of Meeting. The meetings of the Board of Directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint.

     Section 3. Annual Meeting of the Board of Directors. An annual meeting of the Board of Directors shall be held on or before March 31 of each year on a date designated by the Secretary. Notice of such meeting shall be given in the same manner as set forth in Section 4 below.

     Section 4. Special Meetings of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by a majority in number of the directors or by the President. The Secretary shall give notice of such special meeting by mailing same at least two (2) days before the meeting, addressed to the last known address of each director, or by telephoning, telegraphing, or giving personal notice at least one (1) day before the meeting. Any director may waive notice of a special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

     Section 5. Quorum for Meeting of Directors. A majority of the Board of Directors shall constitute a quorum, and the acts of a majority at a meeting having a quorum shall constitute the acts of the Board of Directors. A majority of those present may adjourn the meeting from time to time.

     Section 6. Proxy. Any director absent from a regular or special meeting may be represented by any other director or shareholder who may cast the vote of the absent director according to the written instructions, general or special, of said absent director.

     Section 7. Election of Officers. At the first regular or special meeting of the new Board of Directors in each year, at which a quorum shall be present, held next after the annual meeting of the shareholders, the Board of Directors shall elect the officers of the Company.

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ARTICLE III

-3-

     Section 1. Officers. The Company may have one or more Vice Presidents and shall have a President, a Secretary, and a Treasurer. The Company may also have such other officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or appointed by an officer or officers authorized by it. Any two of the above named officers may be combined in one person. The officers shall hold office for one year and until their respective successors have been duly elected and qualified. However, any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.

     Section 2. Powers and Duties of the President. The President shall be the chief executive officer of the Company. He shall preside at all shareholders’ and directors’ meetings. He shall have supervision of the business of the Company. He may sign and execute all contracts, bonds, and obligations on behalf of the Company. He, along with any other officer of the Company, shall sign the stock certificates of the Company. He shall do and perform such other acts as may be from time to time assigned to him by the Board of Directors.

     Section 3. Powers and Duties of the Vice President. A Vice President, who is a director, if any, or if there be more than one, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election). shall possess the powers and perform the duties of the President in his absence or disability. In the absence of the President, he may sign and execute all bonds, contracts, and obligations on behalf of the Company, and along with any other officer he may sign the stock certificates of the Company. He shall do and perform such other duties as may be from time to time assigned to him by the Board of Directors. A Vice President who is not a director shall not posses the power nor perform the duties of the President in his absence or disability.

     Section 4. Powers and Duties of the Secretary. The Secretary shall keep the minutes of the meetings of the shareholders and the directors, and give notices of such meetings. He shall perform in general the duties incident to the Office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as the Board of Directors may assign to him from time to time. He may, along with the President, sign the stock certificates of the Company.

     Section 5. Powers and Duties of the Treasurer_. The Treasurer shall perform, in general, the duties incident to the office of Treasurer subject to the control of the Board of Directors and shall perform such other duties as the Board of

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     Directors may assign him from time to time. He may, along with the President, sign the stock certificates of the Company.

ARTICLE IV

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Stock in Other Corporations

     Unless otherwise ordered by the Board of Directors, the President, or a proxy appointed by the President, shall have full power on behalf of the Company to vote at any meeting of stockholders of any corporation in which the Company may hold stock, and exercise all rights and powers of such stock which the Company might have exercised if present. The Board of Directors may confer like powers upon any other person or persons.

ARTICLE V

     Section 1. Certificate of Shares. Each stockholder shall be entitled to a certificate signed by the President, along with any other officer. The form of certificate shall be adopted by the Board of Directors.

     Section 2. Transfer of Shares. Shares shall be transferred only on the books of the Company upon surrender and cancellation of certificates for a like number of shares.

     Section 3. Closing of Transfer Books. The stock transfer books may be closed for a shareholders’ meeting, and for the payment of dividends during such periods as the Board of Directors may fix from time to time, and during such periods, no stock shall be transferred.

ARTICLE VI
inning of Checks and Notes

     .Checks or notes of the Company shall be signed by such officers or persons as the Board of Directors may from time to time designate.

ARTICLE VII
Dividends on Stock

     Dividends on stock of the Company shall be payable as the Board of Directors may from time to time designate.

ARTICLE VIII
Corporate Seal

     A seal with the words, CAREERS IN PROGRESS, INC., shall be the corporate seal of the Company.

ARTICLE IX
Amendment to Bylaws

     The Board of Directors shall have power to make, amend, and repeal the Bylaws of the Company by vote of a majority of all of the directors at any regular

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or special meeting, without any prior notice of intention to make, amend, or repeal the Bylaws, subject to the power of the shareholders to change or repeal any bylaws so made.

ARTICLE X
Indemnification

     The Company shall indemnify and hold harmless each director and officer now or hereafter serving the Company 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 Company and/or by reason of his alleged acts or 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, 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 Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Pursuant to the Company’s indemnification obligations set forth above, the Company shall also reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any or 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 in actions by or in the right of the Company no director or officer shall be indemnified against any claim or liability arising out of his own willful or intentional 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 of the Company the director or officer against whom such claim or liability is asserted has not been guilty of willful or intentional misconduct. 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.

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EX-3.24

Exhibit 3.24

BUSINESS CORPORATION

ORIGINAL ARTICLES OF INCORPORATION

     The undersigned acting as incorporator(s) of a corporation under Chapter 7-1.1 of the General Laws, 1956, as amended, adopt (s) the following Articles of Incorporation for such corporation:

First. The name of the corporation is CNC/Access, Inc.                                                                                                                                                                                                                                                                                                                                   

THIRD. The purpose or purposes for which the corporation is organized are:

     General contract engineering services, field surveys, and related activities, as well as any other legal purpose.

          NOTE: THIS IS NOT A PROFESSIONAL CORPORATION.

          The corporation shall have power: (See §7-1.1-4 of the General Laws, 1956, as amended.)

     (a) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

     (b) To sue and be sued, complain and defend, in its corporate name.

     (c) To have a corporate seal which may be altered ‘at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

     (d) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.

     (e) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

     (f) To lend money -and to use its credit to assist its employees.

     (g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

     (h) To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income.

     (i) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real -and personal property as security for the payment of funds so loaned or invested.

     Fourth. The aggregate number of shares which the corporation shall have authority to issue is

     (a) If only one class: Total number of shares . 5,000

     (If the authorized shares are to consist of one class only, state the par value of such shares or a statement that all of such shares are to be without par value.)

          without par value

or

     (b) If more than one class: Total number of shares                     None

     (State (A) ‘the number of shares of each class thereof that are to have a par value and the par value of each share of each such class, and/or (B) the number of such shares that are to be without par value, -and (C) a statement of all or any of the designations and the powers, preferences and rights, including voting rights, and the qualifications, limitations or restrictions thereof, which are permitted by the provisions of title 7 of the General Laws in respect of any class or classes of stock of the corporation and the fixing of which by the articles of association is desired, and an express grant of such authority as it may then be desired to grant to the board of directors to fix by vote or votes -any thereof that may be desired but which shall not be fixed by the articles.)

None

     Fifth. Provisions (if any) dealing with the preemptive right of shareholders pursuant to §7-1.1-24 of the General Laws, 1956, as amended:

None

     Sixth. Provisions (if any) for the regulation of the internal affairs of the corporation:

          The internal affairs of the corporation are governed by its By-Laws.

Seventh. The address of the initial registered office of the corporation is

one _______ State________ Street,  ________ Providence, ________ RI 02908 ________

and the name of its initial registered agent at such address
is:

Eighth. The number of directors constituting the initial board of directors of the corporation is _______ one _______ 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

     (If this is a close corporation pursuant to §7-1.1-51 of the General Laws, 1956, -as amended, state the name(s) and address(es) of the officers of the corporation.)

Name	Address
Richard Greer	48 Pratt Street, Providence, RI 02906

     Ninth. The name and address of each incorporator is:

Name	Address
Richard Greer	48 Pratt Street, Providence, RI 02906

EX-3.25

Exhibit 3.25

BY-LAWS
OF

COMMUNICATIONS NETWORK CONSULTANTS, INC.

ARTICLE I. OFFICES

     1.01 The principal office of the corporation in the State of Rhode Island shall be located in the City of Providence. The Corporation may have such other offices either within or without the State of Rhode Island as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

     2.01 Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the _election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corps : on, and shall not otherwise affect valid corporate.

1

     2.02 Special Meetings. Special meetings of the shareholders, for any purpose or purposes,-unless otherwise prescribed by statute, may be called by the President or a majority of the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all outstanding shares of the corporation entitled to vote at the meeting.

     2.03 Place of Meeting. The Board of Directors or President may designate any place, either within or without the State of Rhode Island, as the place of meeting for any annual or special meeting of shareholders called by the Board of Directors or President. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Rhode Island, as the place for the holding of such meeting. If no designation is made for a special or annual meeting, the place of meeting shall be the principal office of the corporation in the State of Rhode Island.

     2.04 Notice of Meeting. Written 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 nor more than fifty 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 persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to

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be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation with postage thereon prepaid.

     2.05 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.

     2.06 Proxies. At all meetings of shareholders, a shareholder may vote in person or 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 months from the date of its execution, unless otherwise provided in the proxy.

     2.07 Action by Shareholders Without a Meeting. Any action required to be taken at a meeting of the shareholders, or 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 shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

     3.01 General Powers. The Directors shall have all the powers vested in a Board of Directors in a business corporation except as otherwise provided in the Articles of Incorporation and these By-Laws. Without limiting the generality of the foregoing, they shall have the general direction, control and management of the property and business of the corporation; they may employ and

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remove all agents as they may deem necessary; they shall determine the compensation and duties (in addition to those fixed by these By-Laws) of all officers, agents and servants of the corporation, and they shall generally do all things consistent with these By-Laws as they shall deem best calculated to promote the interests of the shareholders.

     3.02 Number, Tenure and Qualifications. The number of directors of the corporation shall be three, provided that if all of the outstanding shares of common stock of the corporation are owned by fewer than three shareholders, the shareholders may fix the number of directors at a number not less than the number of shareholders. Each Director shall hold office at the pleasure of the shareholders, and, unless sooner removed, until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

     3.03 Meetings. Meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call meetings of the Board of Directors may fix any place, either within or without the State of Rhode Island, as the place for holding any meeting of the Board of Directors called by them; provided that no such meeting shall be held in any place outside the State of Rhode Island without the consent of all the Directors unless the corporation maintains a place of business at such place. Any such meeting may be held by means of a telephone conference circuit, and connection to such circuit shall constitute presence at such meeting.

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     3.04 Notice. Notice of any meeting shall be given at least five days previously thereto by written notice delivered personally, by mail or by telegraph to each Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The 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 meeting of the Board of Directors need be specified in the notice of waiver of notice to such meeting.

     3.05 Quorum. A majority of the number of Directors fixed pursuant to 3.02 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 a majority is present, it may adjourn the meeting from time to time without further notice.

     3.06 Manner of Acting. Action may be taken by the Board of Directors by a majority of the Board.

     3.07 Action Without a Meeting. Any action may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before or after such action by all of

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the Directors.

     3.08 Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the shareholders or the remaining 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 election by the shareholders for a term of office continuing only until the next election of Directors by the shareholders.

     3.09 Removal. Any Director may be removed by only the affirmative vote of a majority of the outstanding shares at any time with or without cause.

ARTICLE IV. OFFICERS

     4.01 Number. The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person.

     4.02 Election and Term of Office. The officers of the corporation shall be elected annually and 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.

     4.03 Removal. Any officer may be removed only by the affirmative vote of a majority of the outstanding shares with or without cause at any time.

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     4.04 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.

     4.05 President. The President shall be the chief executive officer of the corporation, and subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He nay sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general 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.

     4.06 The Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President 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 President may sign, with the Secretary or an Assistant Secretary, certificates for

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shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     4.07 The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders 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 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 another officer certificates for shares of the corporation, issuance of which shall have been authorized by resolution of the Board of Directors; (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 any such other duties as these By-Laws shall require or as from time to time may be assigned to him by the President or by the Board of Directors.

     4.08 The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for money banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By-Laws;

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and (c) may sign with another officer certificates for shares of the corporation, and in general perform all of the duties incident to the office of Treasurer and such other duties required by these By-Laws or as from time to time may be assigned to him by the President or by the Board of Directors. 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.

     4.09 Additional Officers. Such additional officers as may be deemed necessary may be elected and removed by the Board of Directors at any time with or without cause.

ARTICLE V. CERTIFICATES FOR SHARES

     5.01 Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors, and shall be signed by any two officers of the corporation.

     5.02 Preemptive Right.

     A. No shareholder, including the executor or administrator of a deceased shareholder, shall have the right to sell, transfer (by gift or otherwise), pledge or encumber his stock in this corporation unless he shall first have offered in writing to sell such stock to the corporation (or if the corporation fails to purchase the same, then to all of the other shareholders, on a pro rata basis) at the lowest price at which he is willing to sell the same, and the corporation and/or the other shareholders

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have either refused to purchase said stock or have neglected to exercise their option to purchase within twenty days after receipt of such notice as hereinafter set forth.

     B. Any shareholder offering to sell his stock as aforesaid, shall state in writing the price at which he desires to sell said stock, and the corporation shall have the right to purchase said stock at the price so stated provided the corporation shall notify the selling shareholder in writing within twenty days after receipt by it of the offer to sell that it elects to exercise its option to purchase. If accepted, the date of purchase shall be sixty days from the date the notice was mailed to the corporation.

     C. If the corporation shall fail to accept the offer to purchase the stock within twenty days after receipt of the notice, thee selling shareholder shall send a similar notice to the remaining shareholders who shall have twenty days after the mailing of the same in which to notify the selling shareholder of their intention to purchase the same. If less than all of the stock shall be accepted, the offer shall be deemed rejected unless the remaining shareholders agree to purchase the remaining stock. If some but not less than all of the stock shall be accepted, the selling shareholder shall promptly offer the balance of the stock to the accepting shareholders pro rata. They shall have twenty days from mailing of that notice to accept the same. If some but not all is accepted, the same procedure shall be followed until either all is accepted or some remains unsold. If some remains unsold at that point, then the offer

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in its entirety shall be deemed rejected. The date of purchase shall be sixty days from the date all the stock has been accepted.

     D. If the other shareholders shall either notify the selling shareholder that they do not desire to purchase his stock or fail, within twenty days after receipt of his offer to sell, to notify him of their intention to purchase as aforesaid, the selling shareholder shall be entitled to sell his stock to any person at not less, however, than the amount at which he offered it to the corporation and all of the other shareholders.

     E. The corporation shall be entitled to refuse to register the name of any transferee of stock as an owner thereof on its records if he shall have paid less than the amount at which it was offered to the corporation and all of the other shareholders, and may require a statement from him under oath as to the amount which he has paid for said stock.

     F. The corporation and all of the other Stockholders may waive the provisions of this paragraph at any time.

     5.03 Stock Transfers. All transfers of stock of the corporation shall be made upon its books by the holder of the shares in person or by his lawfully constituted representative, upon surrender or certificates of stock for cancellation.

ARTICLE VI. CORPORATE SEAL

          The corporation shall have a corporate seal bearing

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the name of the corporation and the year and state of incorporation. The Board of Directors may change the form of the seal and the inscription thereon at any time at their discretion.

ARTICLE VII. WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Rhode Island Business Corporation Act, 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 VIII. INDEMNIFICATIONS

     Every director, officer, or employee of the corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, or employee of the corporation, or any settlement thereof, whether or not he is a director, officer, or employee at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance in the performance of his duties; provided that in the event of a settlement the

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indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled.

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ARTICLE IX. AMENDMENTS

     These By Laws may be altered, amended or repealed and new By-Laws may be adopted by an affirmative vote of a majority of the shareholders at any regular or special meeting. The Board of Directors may not amend these By-Laws.

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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
CNC/ACCESS, INC.

     The undersigned being all of the members of the Board of Directors of CNC/ACCESS, INC. (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution
effective as of Oct. 15, 2004.

WHEREAS, the Board of Directors has determined that the bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article II, Section 2.01 of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

     Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the _election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corps : on, and shall not otherwise affect valid corporate.

          /s/ Ronald G. Geary Ronald G. Geary

          /s/ Ralph G. Gronefeld,Jr. Ralph G. Gronefeld, Jr.

          /s/ Katherine W. Gilchrist Katherine W. Gilchrist

          /s/ Martin Miller Martin Miller

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EX-3.34

Exhibit 3.34

RESTATED ARTICLES OF INCORPORATION

OF

COMMUNITY ALTERNATIVES MISSOURI, INC.

ARTICLE I

Name

     The name of the Corporation is Community Alternatives Missouri, Inc. (hereinafter called the “Corporation’). The former name of the Corporation was Raiment, Inc.

ARTICLE II

Registered Office; Registered Agent

     The address of the registered office of the Corporation in the State of Missouri is 7733 Forsyth Boulevard, Clayton, Missouri. The name of its registered agent at such address is The Corporation Company.

ARTICLE III

Purposes and Powers

     The purposes for which the Corporation is organized are to engage in any lawful act or activity for which corporations may be organized under the General and Business Corporation Law of Missouri,

ARTICLE IV

capital stock

     The total number of shares of stock that the Corporation shall have authority to issue is Thirty Thousand (30,000); all of such shares shall be common stock with $1.00 par value.

ARTICLE V

Sole Incorporator

     The name and place of residence of each incorporator is as follows,

Name	Street	City
Wanda Bailey	1836 Georgia	Cape Girardeau
James L. Wolfankoehler	1843 Ricardo	Cape Girardeau

ARTICLE VI

Directors

     A. Number of Directors. The affairs of the Corporation shall be managed and conducted by a Board of Directors, and unless otherwise provided in the By-laws, the election of directors need not be by written ballot. The number of directors which shall constitute the whole Board of Directors shall be three (3). A majority of the number of directors shall constitute a quorum for the transaction of business, except that any vacancy on the Board of Directors,

whether created by an increase in the number of directors or otherwise, may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director.

     B. Power and Authority of the Board of Directors. The Board of Directors shall have such powers as are conferred on the Board of Directors by the laws of the State of Missouri. In furtherance of such powers, the Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the Corporation, without the consent or vote of the stockholders.

ARTICLE VII

Duration

     The duration of the Corporation is perpetual.

ARTICLE VIII

Elimination of Certain Liability of Directors

     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 a breach of a 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 the General and Business Corporation Law of Missouri, or (iv) for any transaction from which a director derived an improper personal benefit.

ARTICLE IX

Indemnification of Directors and Officers

     A. Right to Indemnification. To the fullest extent authorized by the General and Business Corporation Law of Missouri 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 said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”) because 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, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him in connection with such Proceeding.

     B. Advancement of Expenses. Expenses incurred by such a person in his capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of that person to repay such amounts unless it is ultimately determined that that person is entitled to be indemnified by the Corporation as authorized by the General and Business Corporation Law of Missouri. Expenses incurred by a person in any capacity other than as an officer or director of the Corporation may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors deems appropriate.

          C. Contract Right: Nonexclusivity of Rights.

     1. Contract Right. The indemnification provided for by this Article IX shall be a contract right and shall continue as to persons who cease to be a director, officer,

employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to this Certificate of Incorporation or repeal of any Article of this Certificate of Incorporation shall increase the liability of any director or officer of the Corporation for acts or omissions of such persons occurring prior to such amendment or repeal.

          2. Nonexclusivity of Rights. The right to indemnification conferred by the Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and in any other capacity.

     D. Insurance. 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, trustee, officer, partner, employee, or agent of another, domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of this Article IX or the General and Business Corporation Law of Missouri.

     E. Right of Claimant to Bring Suit. If a claim under paragraph A of this Article IX is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, 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 be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been-tendered to the Corporation), that the claimant has not met the standards of conduct which make it permissible under the Missouri General and Business Corporation Law for the Corporation to indemnify the claimant 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 or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper, in the circumstances because he or she has met the applicable standard of conduct set forth in the Missouri General and Business Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not set the applicable standard of conduct.

ARTICLE X

Consent Actions of Stockholders

     Any action required or permitted to be taken by the stockholders 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 in writing, setting forth the actions 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.

ARTICLE Xl

Amendment of Articles of Incorporation

     A. Reservation of Rights. The Corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation in the manner now

or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

     B. Amendment Procedure. Any amendment may be adopted by the affirmative vote of the holders of record of shares of stock entitling them to exercise at least a majority of the total voting power of all shareholders authorized under these Articles to vote, except as may be otherwise prescribed by the General and Business Corporation Law of Missouri.

     C. Restatement. These Amended and Restated Articles of Incorporation correctly set forth without changes to the corresponding provisions of the Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto.

* * * * * *

     IN WITNESS WHEREOF, these Restated Articles of Incorporation have been signed this 24th day of October, 1997.

     /s/ J. Gregory Price Vice President

     /s/ Mary D. Wiley Assistant Secretary

STATE OF KENTUCKY	)
	)	ss.
COUNTY OF JEFFERSON	)

     I, Stephanie R. Fullerton, a notary public, do hereby certify that on the 24th day of October, 1997, personally appeared before me, J. Gregory Price, Vice President of Community Alternatives Missouri, Inc., who being by me first duly sworn, declared that he is the person who signed the foregoing document and that the statements therein contained are true.

     /s/ Stephanie Robison Fullerton Notary Public

My commission expires: 3-12-2000

EX-3.35

Exhibit 3.35

AMENDED AND RESTATED BYLAWS

OF

COMMUNITY ALTERNATIVES MISSOURI, INC.

ARTICLE I

Offices

     1.1 Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, as the business of the Corporation may require from time to time.

     1.2 Registered Office. The registered office of the Corporation shall be The Corporation Company, 7733 Forsyth Boulevard, Clayton, Missouri,. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Shareholders

     2.1 Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

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     2.2 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

     2.3 Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

     2.4 Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper

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transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

     2.5 Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing 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.

     2.6 Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

     2.7 Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at a time not longer than ninety (90) days after such adjournment at the

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same or some other place. Notice need not be given of any such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. If adjournment is for more than ninety (90) days of if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the date and place of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

     2.8 Voting. Unless otherwise required by the General and Business Corporation Law of Missouri (“Missouri Corporation Law”), the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

     2.9 Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed 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 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

     2.10 Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

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     2.11 Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;. and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

     2.12 Action by Consent of Shareholders. Any action required to betaken, or 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 III

Directors

     3.1 General Powers. The property and business 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 not less than three (3) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected not to exceed three (3) years and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

     3.3 Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of

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Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     3.4 Annual. Regular, and Special Meetings. An annual 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 shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

     3.5 Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business

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address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been 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 at the beginning of the meeting (or promptly upon the director’s 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.

     3.6 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, 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.

     3.7 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, unless otherwise required by the Articles of Incorporation.

     3.8 Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such. Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

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     3.9 Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. 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 shall be filled by a majority of the remaining directors then in office, and a director so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     3.10 Compensation. Directors may be paid their expenses, if any, and a fixed sum for 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 allowed like compensation for attending committee meetings.

     3.11 Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting 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.

ARTICLE IV

Committees

     The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two 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, and

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in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not 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 of 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. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V

Officers

     5.1 Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

     5.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. 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 is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

     5.3 Removal and Resignations. 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 interests of the Corporation would be served thereby, but such removal shall be without

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prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     5.4 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.

     5.5 President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

     5.6 Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President,

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have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

     5.7 Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof 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, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

     5.8 Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

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     5.9 Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI

Contracts. Loans. Checks and Deposits

     6.1 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 instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

     6.2 Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized ‘by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

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     6.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

ARTICLE VII

Certificates for Shares and Their Transfer

     7.1 Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Missouri.

     7.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with 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.

     7.3 Lost, Stolen or Destroyed Certificates. A new certificate or certificates may 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 shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or

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registrar, 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 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 VIII

Emergency Bylaws

     The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Missouri Corporation Law, any emergency Bylaws permitted by the Missouri Corporation Law which shall be operative only during such emergency.

ARTICLE IX

Indemnification of Directors and Officers

     9.1 General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Missouri Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party 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, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the

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person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     9.2 Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Missouri Corporation Law.

ARTICLE X

Miscellaneous

     10.1 Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

     10.2 Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

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     10.3 Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

     10.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Missouri Corporation Law, 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.

     10.5 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 be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

     10.6 Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

     The above Amended and Restated Bylaws of the Corporation were adopted by the Corporation’s Board of Directors this 15th day of October, 1997.

/s/ E. Halsey Sandford

E. Halsey Sandford Secretary

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EX-3.44

Exhibit 3.44

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VOCA CORPORATION OF WASHINGTON, D.C.

To: Department of Consumer and Regulatory Affairs
Corporations Division
941 North Capital Street, N.E.
Washington, D.C. 20002

     We, the undersigned natural persons of the age of eighteen years or more, authorized to act on behalf of the corporation described below, present the following restated articles of incorporation duly proposed and adopted in accordance with all applicable provision of Title 29, Chapter 1 of the D.C. Code as amended.

     FIRST: The restated name of the Corporation is Community Alternatives of Washington, D.C., Inc. The original name of the Corporation was VOCA Corporation of Washington D.C. and the articles of incorporation were originally filed on November 22, 1988.

     SECOND: The period of its. duration is perpetual.

     THIRD: The amended and, restated; articles’ of incorporation were adopted by the vote of the sole shareholder of the Corporation. upon the. recommendation of the Board of Directors.

     FOURTH: The aggregate. number of shares which the corporation is authorized to issue is One Thousand (1,000). All shares shall be ‘of a single class and shall have a par value of Ten Dollars ($10.00) per share.

     FIFTH: There are no preferences or restated: preferences, restrictions or restated restrictions and special or relative rights or restated ,special or relative rights with respect to the shares of the single class of shares.

     SIXTH: Shareholders shall have.-,preemptive rights to acquire additional shares of the Corporation’s common stock, Ten Dollars ($10.00) par value per share.

     SEVENTH: The internal affairs of the corporation shall be regulated as set forth in the Bylaws.

Date: November 4, 2004	Vice President
	/s/ Mary D. Peters
	Assistant Secretary

EX-3.45

Exhibit 3.45

BYLAWS OF
VOCA CORPORATION OF
WASHINGTON, D.C.

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of the Corporation shall be at the office of the registered agent, in the District of Columbia, as named in the Articles of Incorporation or in any subsequent statement filed pursuant to D.C. Code Section 29-311 (1981 ed.).

     Section 2. Additional Offices. The Corporation may also have offices at such other places, both within and without the District of Columbia, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place. A meeting of stockholders for any purpose may be held at such time and place, within or without the District of Columbia, as the Board of Directors may fix from time to time and as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board, if any, the President, the Secretary, the Board of Directors or the holders of one-fifth (1/5) or more of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at any such meeting.

     Section 4. Notices of Annual and Special Meetings. Except as otherwise provided by law, the Articles of Incorporation or as otherwise set forth herein, written notice of any annual or special meeting of stockholders, stating the place, date and time thereof and, in the case of a

special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 50 days prior to the meeting. Notice of any meeting of stockholders (whether annual or special) to vote upon a plan of merger or consolidation to which the Corporation is to be a party shall be given to each stockholder entitled to vote at such meeting not less than 20 nor more than 50 days prior to such meeting.

     Section 5. Presiding Officer; Order of Business.

          (a) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or, if he is not present (or, if there is none), by the President, or, if he is not present, by such person who may have been chosen by the Board of Directors, or, if none of such persons is present, by chairman to be chosen by the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy. The Secretary of the Corporation, or, if he is not present, an Assistant Secretary, or, if he is not present, such person as may be chosen by the Board of Directors, shall act as secretary of meetings of stockholders, or, if none of such persons is present, the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy shall choose any person to act as secretary of the meeting.

          (b) The following order of business, unless otherwise ordered at the meeting by the chairman thereof, shall be observed as far as practicable and consistent with the purposes of the meeting:

1.	Call of the meeting to order.
2.	Presentation of proof of mailing of the notice of the meeting and, if the meeting is a special meeting, the call thereof.
3.	Presentation of proxies.
4.	Announcement that a quorum is present.
5.	Reading and approval of the minutes of the previous meeting.
6.	Reports, if any, of officers.
7.	Election of directors, if the meeting is an annual meeting or a meeting called for that purpose.
8.	Consideration of the specific purpose or purposes for which the meeting has been called (other than the election of directors), if the meeting is a special meeting.

9.	Transaction of such other business as may properly come before the meeting.
10.	Adjournment.

     Section 6. Quorum; Adjournments. The holders of a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote, present in person or represented by proxy, shall be necessary to, and shall constitute a quorum for, the transaction of business at all meetings of the stockholders, except as otherwise provided by law or in the Articles of Incorporation. If, however, a quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, until a quorum shall be present or represented. Even if a quorum shall 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 the power to adjourn the meeting from time to time for good cause, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, until a date which is not more than 30 days after the date of the original meeting. At any such adjourned meeting, at which a quorum shall be present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than 30 days, or if after the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

     Section 7. Voting.

          (a) At any meeting of stockholders, every stockholder hawing the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law or the Articles of Incorporation, each stockholder of record shall be entitled to one vote on each matter submitted to a vote for each share of capital stock registered in his name on the books of the Corporation.

          (b) All elections shall be determined by plurality vote, and except as otherwise provided by law or the Articles of Incorporation, all other matters shall be determined by a vote of a majority of the shares present yin person or represented by proxy and voting on such other matters.

     Section 8. Action by Consent. Any action required or permitted: by law or the Articles of Incorporation to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth. the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Such written consent shall be filed with the minutes of meetings of stockholders.

ARTICLE III

DIRECTORS

     Section 1. General Powers; Number; Tenure. The business and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts and things which are not by law, the Articles of Incorporation or these Bylaws directed or required to be exercised or performed by the stockholders. The number of directors of the Corporation which shall constitute the whole board shall be not less than three. The first board shall consist of four directors; thereafter, within the limits above specified, the number of directors shall be determined by the stockholders. 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 the next succeeding annual meeting of the stockholders or until his successor shall have been elected and qualified. Directors need not be stockholders or residents of the District of Columbia.

     Section 2. Vacancies. Except as otherwise provided by the Articles of Incorporation, any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of directors, may be filled by a majority vote in the remaining directors, although less than a quorum. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose. Each director so chosen shall hold office until the expiration of the term of his predecessor in office. If there are no directors in office, any officer or stockholder may call a special meeting of stockholders in accordance with the provisions of the Articles of Incorporation or these Bylaws, at which meeting such vacancies shall be filled.

     Section 3. Removal; Resignation.

          (a) Except as otherwise provided by law or the Articles of Incorporation, at a special meeting of stockholders called expressly for that purpose, any director may be removed, with or without cause, by a vote of stockholders holding a majority of the shares entitled to vote at an election of directors.

          (b) Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors or the designated officer It shall not be necessary for a resignation to be accepted before it becomes effective.

     Section 4. Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the District of Columbia as may be provided by resolution adopted by a majority of the Board of Directors.

     Section 5. Annual Meeting. The annual meeting of each newly-elected Board of Directors shall be held immediately following the annual meeting of stockholders, 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.

     Section 6. Regular Meetings. Additional regular meetings of the Board of Directors may be held without notice, at such time and place as may from time to time be determined by the Board of Directors.

     Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, or President on at least 2 days notice to each director, if such notice is delivered personally or sent by telegram, or on at least 3 days notice if sent by mail. Special meetings shall be called by the Chairman of the Board, if any, President or Secretary in like manner and on like notice on the written request of one or more directors then in office. Any such notice need not state the purpose or purposes of such meeting except as provided in Article XI.

     Section 8. Quorum; Adjournments. Except as may be otherwise specifically provided by law or the Articles of Incorporation, at all meetings of the Board of Directors, a majority of the number of directors fixed by these Bylaws 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. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. Compensation. Directors shall be entitled to such compensation for their services as directors, officers or otherwise and to such reimbursement for any reasonable expenses incurred in attending directors’ meetings as may from time to time be fixed by the affirmative vote of a majority of the directors then in office, irrespective of any personal interest of any director. The compensation of directors may be on such basis as is determined by the Board of Directors. Any director may waive compensation for any meeting.

     Section 10. Action by Consent. Any action required or permitted to be taken. at any meeting of the Board of Directors may be taken without a meeting if a written consent setting forth the action so to be taken shall be signed by all members of the Board of Directors. Such written consent shall be filed with the minutes of its proceedings.

     Section 11. Meeting By Conference Telephone. The directors may participate in a meeting of the board of directors, or any committee thereof, by means of a conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

ARTICLE IV

COMMITTEES

     Section 1. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these Bylaws, designate 2 or more directors to constitute an Executive Committee, one of whom shall be designated as Chairman of the Executive Committee. Each member of the Executive Committee shall continue as a member

thereof until the expiration of his term as a director, or his earlier resignation, unless sooner removed a member or a director.

     Section 2. Powers. The Executive Committee shall have and may exercise, to the extent provided in the resolution specified in Section 1 of Article IV, all of the rights, powers and authority of the Board of Directors.

     Section 3. Procedure; Meetings. The Executive Committee may fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the Executive Committee shall provide. The Executive Committee shall keep regular minutes of its meetings and deliver such minutes to the Board of Directors.

     The Chairman of the Executive Committee, or, in his absence, a member of the Executive Committee chosen by a majority of the members present, shall preside at meetings of the Executive Committee, and another member thereof chosen by the Executive Committee shall act as Secretary of the Executive Committee.

     Section 4. Quorum. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members thereof shall be required for any action of the Executive Committee.

     Section 5. Other Committees. The Board of Directors, by resolutions adopted by a majority of the directors at a meeting at which a quorum is present, may appoint such other committee or committees as it shall deem advisable and with such limited authority as the Board of Directors shall prescribe.

     Section 6. Vacancies; Changes; Discharge. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

     Section 7. Compensation. Members of any committee shall be entitled to such compensation for their services as members of any such committee and to such reimbursement for any reasonable expenses incurred in attending committee meetings as may from time to time be fixed by the affirmative vote of a majority of the directors then in office. Any member may waive compensation for any meeting.

     Section 8. Action by Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a written consent setting forth the action so to be taken shall be signed by all members of such committee. Such written consent shall be filed with the minutes of the proceedings.

ARTICLE V

NOTICES

     Section 1. Form; Delivery. Whenever, under the provisions of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice unless otherwise specifically provided, 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. Such notices shall be deemed to be given at the time they are deposited in the United States mail addressed as aforesaid with postage thereon prepaid. Notice to a director or stockholder may also be given personally or by telegram sent to his address as it appears on the records of the Corporation.

     Section 2. Waiver; Effect of Attendance. Whenever any notice is required to be given under the provisions 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 equivalent to the giving of such notice. In addition, any stockholder who attends a meeting of stockholders in person, or is represented at such meeting by proxy, or any director who attends a meeting of the Board of Directors, or any member of a committee who attends a meeting of such committee, shall — be deemed to have had timely and proper notice of the meeting, unless such stockholder (or his proxy), director or committee member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

OFFICERS

     Section 1. Designations. The officers of the Corporation shall be chosen by the Board of Directors and shall consist of a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, other Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers and other officers and/or agents as it shall deem necessary or appropriate. The election or appointment of any officer of the Corporation shall not of itself create contract rights for any such officer. All officers of the Corporation shall exercise such powers and perform such duties as may be provided in these Bylaws or as shall from time to time be determined by resolution of the Board of Directors not inconsistent with these Bylaws. Any 2 or more offices may be held by the same person except the offices of President and Secretary.

     Section 2. Term of Office; Removal. The Board of Directors at its annual meeting after each annual meeting of stockholders shall choose a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, other Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers, and such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall hold office until his successor is chosen and shall qualify. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be filled for the unexposed portion of the term by the Board of Directors.

     Section 3. Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

     Section 4. The Chairman of the Board. The Chairman of the Board (if the Board of Directors so deems advisable and selects one) shall be an officer of the Corporation and, subject to the direction of the Board of Directors, shall perform such executive, supervisory and management functions and duties as may be assigned to him from time to time by the Board. He shall, if present, preside at all meetings of stockholders and of the Board of Directors.

     Section 5. The President.

          (a) The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. In general, he shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect. In addition to and not in limitation of the foregoing, the President shall be empowered to authorize any change of the registered office or registered agent (or both) of the Corporation in the District of Columbia.

          (b) Unless otherwise prescribed by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at any meeting of security holders of other corporations in which the Corporation may hold securities. At such meeting the President 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. The Board of Directors may from time to time confer like powers upon any other person or persons.

     Section 6. The Vice President. The vice President (or in the event there be more than one, the vice Presidents in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the President or in the event of his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

     Section 7. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all votes and the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other committees, if required. He shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President, under whose supervision he shall act. He shall have custody of the 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, the seal 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 thereof by his signature.

     Section 8. The Assistant Secretary. The Assistant Secretary, if any (or in the event there be more than one, the Assistant Secretaries in the order designated, or in the absence of any designation, in the order of their election), shall in the absence of the Secretary or in the event of his disability, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

     Section 9. The Treasurer. The Treasurer shall have the custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements 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 from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors by taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     Section 10. The Assistant Treasurer. The Assistant Treasurer, if any (or in the event there shall be more than one, the Assistant Treasurers in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the Treasurer or in the event of his disability, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

ARTICLE VII

INDEMNIFICATION OF CERTAIN PERSONS

     Section 1. Power to Indemnify. The Corporation shall have the power to indemnify any person who was or is a director or officer of the Corporation and who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative 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 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 reason to believe his conduct was unlawful. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

     Section 2. Mandatory Indemnification. To the extent that any person specified in Section 1 of this Article has been successful on the merits or otherwise in the defense of any such. action, suit or proceeding, 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.

     Section 3. Determination of Indemnification. Any indemnification under Section 1 of this Article (and, as to which, Section 2 of this Article is not applicable) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the appropriate person is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article. 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 such action, suit or proceeding, (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 stockholders.

ARTICLE VIII

STOCK CERTIFICATES

     Section 1. Form; Signatures.

          (a) Every holder of fully-paid capital stock of the Corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, exhibiting on the face thereof the number and class (and series, if any) of shares owned by him. Each certificate representing stock in the Corporation shall also state upon the face thereof the name of the person to whom it is issued and that the Corporation is organized under the laws of the District of Columbia. Each such certificate shall be sealed with the seal of the Corporation or a facsimile thereof. In case any officer who has signed or whose facsimile signature was placed on a certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

          (b) All stock certificates representing shares of capital. stock which are subject to restrictions on transfer or to other restrictions shall have imprinted thereon such notation to such effect as may be determined by the Board of Directors.

     Section 2. Registration of Transfer. Except as otherwise provided by law, upon surrender to 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, to cancel the old certificate and to record the transaction upon its books.

     Section 3. Registered Stockholders.

          (a) Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person who is registered on its books as the owner of shares of its capital stock to receive dividends or other distributions and to vote as such owner, and to hold liable for calls and assessments a person who is registered on its books as the owner of shares of

its capital stock. The Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

          (b) If a stockholder desires that notices and/or dividends shall be sent to a name or address other than the name or address appearing on the stock ledger maintained by the Corporation, such stockholder shall have the duty to notify the Corporation in writing of such desire. Such written notice shall specify the alternate name or address to be used.

     Section 4. Record Date. In order that the Corporation may determine the stockholders of record who are entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or to make a determination of the stockholders of record for any other proper purpose, the Board of Directors may, in advance, fix a date as the record date for any such determination. Such date shall not be more than 50 days before the date of any such meeting, nor more than 50 days prior to the date of any other action. For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders, such date shall not be less than 10 days immediately preceding such meeting. 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 taken pursuant to Section 6 of Article II; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     Section 5. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation which is claimed 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, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stole nor destroyed certificate, 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, or other security in such form, as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate claimed to have been lost, stolen or destroyed.

ARTICLE IX

AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

     Section 1. Affiliated Transactions. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or. officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to the contract or transactions are disclosed or are known to the Board of Directors or the committee, and. the

Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders.

     Section 2. Determining Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes any contract or transaction specified in Section 1 of Article IX.

ARTICLE X

GENERAL PROVISIONS

     Section 1. Dividends. Except as otherwise provided bylaw and subject to the provisions of the Articles of Incorporation, dividends upon the outstanding capital stock of the Corporation may be declared by the Board of Directors at any annual, regular or special meeting and may be paid in cash, in property or in shares of the Corporation’s capital stock.

     Section 2. Reserves. The Board of Directors shall have full power, subject to the provisions of law and the Articles of Incorporation, to determine whether any, and, if so, what part of the funds legally available for the payment of dividends shall be declared as dividends and paid to the stockholders of the Corporation. The Board of Directors, in its sole discretion, may fix a sum which may be set aside or reserved over and above the paid-in capital of the Corporation for working capital or as a reserve for any proper purpose, and may from time to time increase, diminish or vary such fund or funds.

     Section 3. Fiscal Year. The fiscal year of the Corporation shall be as determined from time to time by the Board of Directors. The initial fiscal year of the Corporation shall be July 1 to June 30.

     Section 4. Seal. The corporate seal shall have inscribed hereon the name of the Corporation, the year of its incorporation and. the words “Corporate Seal” and “District of Columbia.”

ARTICLE XI

AMENDMENTS

     Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have the power to make, alter, amend and repeal these Bylaws, and to adopt new bylaws, by an affirmative vote of a majority of the directors then in office, provided that notice of the proposal

to make, alter, amend or repeal these Bylaws, or to adopt new bylaws, must be included in the notice of the meeting of the Board of Directors at which such action takes place.

EX-3.46

Exhibit 3.46

RESTATED ARTICLES OF ORGANIZATION

OF

CREATIVE NETWORKS, L.L.C.

     Pursuant to the provisions of A.R.S. § 29-633(D), Creative Networks, L.L.C., formerly known as Matrix Networks, L.L.C., whose Articles of Organization were initially filed with the Arizona Corporation Commission as of September 1, 1995, hereby adopts the following Restated Articles of Organization:

1.	The name of the limited liability Company is Creative Networks, L.L.C.
2.	The address of the registered office of the limited liability company is 201 West Coolidge Street, Suite 100, Phoenix, Arizona 85013.
3.	The name and address of the agent for service is:

Norman C. Storey, Esq.
Squire, Sanders & Dempsey
40 N. Central Ave., Suite 2700
Phoenix, Arizona 85004

4.	There will be two or more members of the limited liability company at the time of its formation.
5.	Management of the limited liability company is vested in its managers.
6.	The name and business address of the five managers of the limited liability company are:

Hollis R. Bohling
3420 E. Shea Blvd., Suite 115 ‘
Phoenix, Arizona 85028

Gale L. Bohling
3420 E. Shea Blvd., Suite 115
Phoenix, Arizona 85028

Guy A. Gibson
1380 Lawrence St., Suite 1410
Denver. Colorado -85024

D. Mark Spencer
1380 Lawrence St., Suite 1410
Denver, Colorado 85024

Richard V. Schmitz
1380 Lawrence St., Suite 1410
Denver, Colorado 85024

7. The name and address of each member who has a twenty percent or greater interest in the limited liability company are:

Matrix Diversified, Inc.
201 West Coolidge Street, Suite 100
Phoenix, Arizona 85013

8.	The latest date on which the limited liability company is to dissolve is December 31,2030.
9.	The organizer of the limited liability company was Matrix Diversified, Inc., an Arizona corporation, by Norman C. Storey, its Assistant Secretary.
	DATED: October 2, 1995.

          /s/ D. Mark Spencer D. Mark Spencer, a Manager

EX-3.47

Exhibit 3.47

OPERATING AGREEMENT

OF

CREATIVE NETWORKS. L.L.C.
an Arizona limited liability company

     THIS OPERATING AGREEMENT (“Agreement”) is made and entered into this ___ day of August, 1995, by and between Matrix Diversified, Inc. an Arizona corporation (“Matrix Diversified”) and Stonebridge Partners. a Colorado general partnership (“Stonebridge”), as the Members.

SECTION 1

     1.1 Formation and Name. The Members have formed a limited liability company under the name “Creative Networks, L.L.C.” (“LLC”) pursuant to the Arizona Limited Liability Company Act, Arizona Revised Statutes §§ 29-601 et seq. (“LLC Act”).

     1.2 Place of Business. The principal place of business of the LLC shall be at 2510 West Dunlap Avenue, Suite 300, Phoenix. Arizona 85021-2709, or such other place as the Members by unanimous agreement shall determine.

     1.3 Purpose. The LLC has been formed (a) to engage in the business of operating a health services network: and (b) to transact any and all lawful business for which limited liability companies may be organized under the laws of the State of Arizona, as the same may be amended from time to time; and may engage in any activities and perform all acts required in connection with, or incidental to, its business. Except as specifically permitted herein, the LLC may not engage in any other activity or business and no Member shall have any authority to hold himself out as an agent of another Member in any other business or activity.

     1.4 Term. The term of the LLC commenced on the date the Articles of Organization were filed with the Arizona Corporation Commission and shall continue until December 31, 2030, unless sooner dissolved pursuant to the terms of Section 7.1.

     1.5 Agent for Service of Process. The name and business address of the agent for service of process for the LLC is Norman C. Storey, 40 North Central Avenue, Suite 2700. Phoenix. Arizona 85004. The Management Committee may change the agent for service of process from time to time.

     1.6 Managers and Management Committee.

          (a) The Managers of the LLC shall be Hollis R. Bohling and Gale L. Bohling (Hollis R. Bohling and Gale L. Bohling are referred to herein as “Seller Managers” and three Managers appointed by Matrix Diversified (the three Managers appointed by Matrix Diversified are referred to herein as “Matrix Managers”, and Seller Managers and Matrix Managers are referred to collectively herein as “Managers”). The Managers need not he

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Members of the LLC. If the employment of the Seller Managers is terminated. Matrix Diversified shall have the right to replace the Seller Managers.

          (b) The LLC shall be managed by a five Person management committee (“Management Committee”), such committee to consist of the Seller Managers and the Matrix Managers. The Management Committee shall approve an annual business plan (“Annual Plan”) and an annual budget (“Annual Budget”). The Seller Managers shall run the day-to-day business of the LLC in compliance with the Annual Plan and the Annual Budget.

     1.7 Definitions. Whenever used in this Agreement- the following terms shall have the following meanings:

     “Adjusted Capital Account Deficit.” With respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

     (a) Credit to such Capital Account any amounts which such Member 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 1.7042(i)(5): and

     (b) Debit to such Capital Account the items described in Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

     The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     “Affiliate.” A Person that:

          (i) directly or indirectly controls, is controlled by or is under common control with another Person;

          (ii) owns or controls ten percent (10%) or more of the outstanding voting securities of such other Person;

          (iii) is an officer, director or partner of such other Person (or member, if such other Person is a limited liability company); or

          (iv) If such other Person is an officer, director. partner or member of a limited liability company, any Person for which such other Person acts in any such capacity.

     For purposes of this definition, the terms “controls”, “is controlled by”. or is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.

     “Agreement.” This Operating Agreement.

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     “Annual Budget.” The Annual Budget for the LLC prepared by the Seller Managers and approved by the Management Committee prior to the beginning of each fiscal year of the LLC and setting forth the budget for the LLC for the upcoming fiscal year.

     “Annual Plan.” The Annual Plan for the LLC prepared by the Seller Managers and approved by the Management Committee prior to the beginning of each fiscal year of the LLC and setting forth the business plan for the LLC for the upcoming fiscal year.

     “Capital Account.” The Capital Account established and maintained for each Member pursuant to Section 5.6 hereof.

     “Capital Contribution(s).” The amount of money and initial Gross Asset Value of any property (other than money) contributed to the LLC with respect to the interest in the LLC held by a Member. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution previously made by a predecessor of the Member with respect to the interest held by such Member.

     “Code.” The Internal Revenue Code of 1986, as amended from time to time (or corresponding provision of succeeding law).

     “Depreciation.” 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 or other period, Depreciation shall he 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; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Management Committee.

     “Distribution(s).” All distributions of cash or property by the LLC to the Members in accordance with this Agreement.

     “Gross Asset Value.” 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 Member to the LLC shall be the gross fair market value of such asset as of the date of contribution, as determined by the contributing Member and the Management Committee;

     (ii) The Gross Asset Value of all L-LC assets shall be adjusted to equal their respective gross fair market values, as determined by the Management Committee, as of the following times: (a) the acquisition of an additional interest in the LLC by any new or existing Member in exchange for more than a de minimis Capital Contribution: (h) the distribution by the LLC to a Member of more than a de minimis amount of property of the LLC as

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consideration for any interest in the LLC; and (c) the liquidation of the LLC within the meaning of Regulations § 1.704-1(b)(2)(ii)(g): provided. however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the Management Committee reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the LLC;

     (iii) The Gross Asset Value of any LLC asset distributed to am Member shall be the gross fair market value of such asset on the date of distribution as determined by the distributee and the Management Committee: and

     (iv) The Gross Asset Values of LLC assets shall he increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code § 734(b) or Code § 743(b). but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations §1.704-1(b)(2)(iv)(in) and Section 5.3(g) hereof; provided, however that Gross Asset Values shall not be adjusted pursuant to this subsection (iv) to the extent the Management Committee determines that an adjustment pursuant to subsection (ii) hereof is necessary or appropriate in connection with a 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 (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 the purposes of computing Profits and Losses.

     “LLC.” Creative Networks, L.L.C., an Arizona limited liability company.

     “LLC Act.” The Arizona Limited Liability Company Act. Arizona Revised Statutes §§ 29-601 et seq., as amended.

     “LLC Minimum Gain.” As defined in Regulations §§ 1.704-2(b) (2) and 1.704 2(d).

     “Management Committee.” The five Person Management Committee composed of the two Seller Managers and the three Matrix Managers.

     “Managers.” Each of the two Seller Managers and each of the three Matrix Managers.

     “Matrix Managers.” Each of the three Managers appointed from time by Matrix Diversified to be Managers of the LLC.

     “Member.” Each of the Members named in this Agreement and any other Person that becomes a Member pursuant to this Agreement.

     “Member Nonrecourse Debt.” As defined in Regulations § 1.704-2(h)(4).

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     “Member Nonrecourse Debt Minimum Gain.” An amount which, with respect to each Member Nonrecourse Debt. is equal to the Member Minimum Gain that would result if such Member Recourse Debt were treated as a Nonrecourse Liability determined in accordance with Regulations § 1.704-2(i)(3).

     “Member Nonrecourse Deductions.” As defined in Regulations §§ 1.704-2(i) (1) and 1.704-2(i) (2).

     “Membership Interest.” The interest of a Member in the LLC representing such Member `s rights, powers and privileges as specified in this Agreement.

     “Nonrecourse Deduction.” As defined in Regulations § 1.704-2(b)(l).

     “Nonrecourse Liability.” As defined in Regulations § 1.704-2(h)(3).

     “Person.” An individual, firm, partnership, corporation, limited liability company, estate, trust or other entity.

     “Prime Rate.” The base rate on corporate loans at large united States money center commercial banks published from time to time by the Wall Street Journal as the “Prime Rate” or if the Wall Street Journal no longer publishes a “Prime Rate” such other rate as the Management Committee reasonably determines is comparable thereto.

     “Profits and Losses.” With respect to any fiscal year or other period. an amount equal to the LLC’s taxable income or loss for such year or period. determined in accordance with Code § 703(a) (for this purpose, all items of income, gain, loss or deductions required to be stated separately pursuant to Code § 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

     (i) Any income of the LLC that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss;

     (ii) Any expenditures of the LLC described in Code § 705(a)(2)(B) or treated as Code § 705(a)(2)(B) expenditures pursuant to Regulations § 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses hereunder shall be subtracted from such taxable income or loss;

     (iii) If the Gross Asset Value of any LLC asset is adjusted pursuant to subsections (ii) or (iii) of the definition of Gross Asset Value herein. 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 LLC property with respect to which gain or loss, if any, would be recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the LLC

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property disposed of, notwithstanding that the adjusted tax basis of such LLC property may differ from its Gross Asset Value;

     (v) 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 the definition set forth herein;

     (vi) To the extent an adjustment to the adjusted tax basis of any LLC asset pursuant to Code § 734(b) or Code § 743(b) is required pursuant to Regulations § 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining `Capital Accounts as a result of a distribution other than in complete liquidation of a Member’s interest in the LLC, 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 ,he basis of the asset) front the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses;

     (vii) Notwithstanding any other provision of this definition, any item which is specially allocated pursuant to Section 5.3 or 5.4 of this Agreement shall not be taken into account in computing Profits and Losses.

     The amounts of the items of LLC income, gain, loss or deduction available to be specially allocated pursuant to Sections 5.3 or 5.4 hereof shall be determined by applying rules analogous to those set forth in this definition of Profits and Losses.

     “Regulations.” The temporary and final Treasury Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

     “Regulatory Allocations.” As defined in Section 5.4.

     “Seller Managers.” Gale L. Bohling and Hollis R. Bohling, unless replaced in accordance with Section 1.6(a) hereof.

     “Transfer.” To sell, assign, transfer, give. donate. pledge, deposit, alienate, bequeath, devise or otherwise dispose of or encumber to any Person other than the LLC.

SECTION 2

     2.1 Capital Contributions of the Members. Matrix Diversified shall make a Capital Contribution to the LLC with a Gross Asset Value of $990,000 Dollars ($___.00) comprised of the assets previously used in the operation of the business of Creative Networks. Inc. Stonebridge shall make a Capital Contribution To the LLC in the amount of $10,000 Dollars ($___.00).

     2.2 Additional Capital Contributions. No additional Capital Contributions to the capital of the LLC shall be required of any Member. The Members may make additional

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Capital Contributions from time to time in such amounts and proportions as the Members may agree.

     2.3 Membership Interests. There shall be one class of Members, who shall be entitled to vote on LLC matters on the basis of their respective percentages of Membership Interests owned. The Membership Interests of the Members are as follows.

Member	Percentage
Matrix Diversified		99	%
Stonebridge		1	%

     2.4 Temporary Loans. If the Capital Contributions, operating income and other LLC funds available are insufficient to finance LLC activities, one or more Members may make a loan to the LLC to fund operations and expenses. Any such loans shall be on such terms and conditions as the Management Committee and the loaning Members shall agree.

     2.5 Priority and Return of Capital. Except as expressly set forth in this Agreement, no Member shall have priority over any other Member, either as to the return of Capital Contributions or as to Profits. Losses or Distributions; provided that this Section shall not apply to advances or loans which a Member has made to the LLC. No Member shall receive any interest, salary or other return with respect to its Capital Contributions. Capital Account or for services rendered on behalf of the LLC or otherwise in its capacity as a Member. except as specifically set forth in this Agreement or except with respect to loans made to the LLC.

     2.6 Payments of Individual Obligations. The LLC’s credit and assets shall be used solely for the benefit of the LLC, and no asset of the LLC shall be transferred or encumbered for or in payment of any individual obligation of a Member.

     2.7 Limitation of Liability. Each Member’s liability for the debts and obligations of the LLC shall be limited as set forth in the Act.

SECTION 3

     3.1 Management Committee. The Management Committee shall have the exclusive right to manage the affairs of the LLC and shall have all rights, powers and authority afforded to a Manager of an LLC under the LLC Act. Without limiting the generality of the foregoing. the Management Committee shall have full power and authority to do the following:

          (a) To purchase. lease, rent, exchange or otherwise acquire any real or personal assets and properties for the LLC;

          (b) To hold, operate, maintain. remodel and otherwise deal with the real and personal assets and properties of the LLC;

          (c) To sell. convey. assign, lease. rent, develop- exchange and otherwise dispose of in whole or in part the real and personal assets and properties of the LLC:

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          (d) To grant easements. licenses, servitudes and rights of way with respect to the real and personal, assets and properties of the LLC and enter into agreements respecting their use;

          (e) To execute and deliver for, on behalf of and in the name of the LLC any agreements, contracts. certificates, deeds, bills of sale ___ pledges, assignments. leases ___ subleases. stock powers and other instruments and documents with respect to the real and personal assets and properties of the LLC in connection with the management and operation of the business and affairs of the LLC:

          (f) To borrow money on behalf of the LLC and, in connection therewith, to execute and deliver (or authorize in writing a particular Person or Persons to execute and deliver) for. on behalf of and in the name of the LLC bonds, notes. mortgages. deeds of trust, pledges, security agreements, financing statements, assignments and other agreements and documents creating liens on, or granting security interests in or otherwise affecting, the assets and properties of the LLC (an), of which loan documents may contain confessions of judgment and warrants of attorney), and extensions, renewals and modifications thereof, and to prepay in whole or in part. refinance, recast, increase, modify or extend any indebtedness to the LLC:

          (g) To engage, on behalf of the LLC all employees, agents. architects. engineers, contractors, attorneys, accountants, consultants or any other Persons as the Management Committee, in its sole discretion, deems appropriate for the performance of legal and accounting services or otherwise in connection with the conduct, operation and management of the LLC’s business and affairs, all on such terms and for such compensation as the Management Committee. in its sole discretion, deems proper;

          (h) To prosecute, defend, settle or compromise. at the LLC’s expense. any suits, actions or claims at law or in equity to which the LLC is a party or by which affected as may be necessary or proper in the Management Committee’s sole discretion, to enforce or protect the LLC’s interests. and to satisfy out of LLC funds any judgment, decree or decision of any court, board, agency or authority having jurisdiction or any settlement of any suit, action or claim prior to judgment or final decision thereon;

          (i) To determine when and in what aggregate amounts Distributions to the Members shall be made;

          (j) To dissolve and liquidate the LLC:

          (k) To admit new Members or to approve Transfers of Membership Interests property made pursuant to the terms of this Agreement:

          (1) To vote at any election or meeting of any corporation in person. or by proxy, and to appoint agents to do so in its place and stead;

          (m) To file. on behalf of the LLC, all required local, state and federal tax returns relating to the LLC or its assets and properties and to make or determine not to make

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an and all elections with respect thereto, subject to the provisions. of Section 5 of this Agreement;

          (n) To invest and reinvest the funds of the LLC and to establish hank. money market and other accounts for the deposit of the LLC’s funds and permit withdrawals therefrom upon such signatures as the Management Committee designates;

          (o) To obtain casualty and liability insurance on behalf of and for the protection of the LLC and the Members:

          (p) To execute and deliver (or authorized in writing a particular Person or Persons to execute and deliver) any and all instruments and documents, and to do any and all other things necessary or appropriate, in the Management Committee’s sole discretion ___ for the accomplishment of the business and purposes of the LLC or necessary or incidental to the protection and benefit of the LLC;

          (q) To sell all of the assets of the LLC to any Person (subject to the approval of the Members);

          (r) To amend this Agreement, provided that such amendment is of an inconsequential nature and does not adversely affect the Members in any material respect, or is necessary or desirable to comply with any applicable law or governmental regulation; and

          (s) Approve a plan of merger or consolidation of the LLC with or into one or more other Persons (subject to the approval of the Members).

     3.2 Fees and Compensation to the Managers. The Managers shall not ht entitled to receive any fees or compensation for services to the LLC in their capacity as Manager, but shall be entitled to reimbursement for expenses incurred in connection with the LLC: provided, however, the Seller Managers shall be entitled to compensation as employees of the LLC as may be provided from time to time in employment agreements executed by the LLC and the Seller Managers

     3.3 Duties and Obligations of the Seller Managers. The Seller Managers shall have full power and authority to enter into contracts and agreements necessary and appropriate for the ordinary conduct of the day-to-day business of the LLC; provided, however. that in no event shall the Seller Managers enter into any contract or agreement which has a term of more than one year or under which the aggregate sum payable by the LLC is in excess of $___.00, without the prior approval of the Management Committee. The acts of the Seller Managers shall bind the LLC when within the scope of the Seller Managers’ authority. The Seller Managers shall at all times be subject to the direction of the Management committee. The Seller Managers may engage or retain other persons to perform any of their functions or responsibilities hereunder- Without limiting or broadening the power and authority of the Seller Managers as set forth earlier in this Section 3.3, the Seller Managers shall perform. or cause to be performed at the expense of the LLC. the following services:

          (a) Take all action which may be necessary or appropriate (i) for the continuation of the LLC’s valid existence as a limited liability company under the laws of the

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state of Arizona and (ii) for the acquisition, development, maintenance, preservation and operation of all of the LLC’s property and business in accordance with the provisions of this Agreement and applicable laws and regulations.

          (b) Prepare the Annual Plan. the Annual Budget and other plans requested by the Management Committee;

          (c) Provide management, financial and business planning services to the LLC;

          (d) Implement all decisions of the Management Committee;

          (e) Conduct the ordinary and usual business and affairs of the LLC;

          (f) Establish books of account, record and payment procedures, including individual Capital Accounts of the Members;

          (g) Disburse all receipts and make all necessary payments and expenditures to the extent of funds available therefor;

          (h) Obtain and keep in force, or cause to be obtained and kept in force. reasonable and adequate insurance coverage for a business of this type;

          (i) Make all reports to the Members required by Agreement or by law; and

          (j) Prepare and file, or cause to he prepared and filed. on or before the due date (or any extension thereof) any federal, state or local tax returns required to he filed by the LLC.

The Seller Managers shall be under a fiduciary duty to conduct the affairs of the LLC in the best interests of the LLC and of the Members, including the safekeeping and use of all LLC funds and assets for the exclusive benefit of the LLC. The Seller Managers shall not enter into any transaction with the LLC which may significantly benefit the Seller Managers in their independent capacity unless the transaction is expressly approved by the `Management Committee.

     3.4 Confirmation of Authority. Any documents to be executed on behalf of the LLC, including, but not limited to. agreements: leases, deeds, mortgages, deeds of trust. notes, bonds, assignments. stock powers and other forms of contracts, and all amendments. modifications or rescissions of the same, shall be binding upon and considered as authorized for the LLC when signed on its behalf by a Manager, or by such other Person as the Management Committee shall specify in writing.

     3.5 Members’ Right to Vote. The Members shall have the right to vote on the following matters. as to which the vote of Members holding a majority-in-interest of the Membership Interests shall be obtained before the LLC undertakes any such action:

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          (a) Adopt, amend, amend and restate or revoke this Agreement:

          (b) Authorize a transaction. agreement or action on behalf of the LLC that is unrelated to its purpose or business as described herein or that otherwise violates this Agreement:

          (c) Issue an interest in the LLC to any Person:

          (d) Approve a plan of merger or consolidation of the LLC with or into one or more business entities: or

          (e) Authorize an amendment to the articles of organization of the LLC that changes the status of the limited liability company from or to one in which management is vested in a Manager or Managers to -or from one in which management is reserved to the Members.

     3.6 Meetings of Members. The LLC shall not be required to have regular meetings of its Members. Special meetings of the Members may be called by the Management Committee from time to time to obtain the vote of the Members on the matters set forth iii Section 3.5 or for any other purpose or purposes.

          (a) The Management Committee may designate any place, either or outside the State of Arizona, as the place of meeting for any meeting of the Members. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be held at the principal place of business of the LLC. as set forth in Section 1.2.

          (b) 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 three (3) nor more than fifty (50) days before the date of the meeting, either personally or by mail. by or at the direction of the Management Committee, to each Member entitled to vote at such meeting.

          (c) At all meetings of the Members a Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the LLC before or at the time of the meeting, No proxy shall be valid after eleven months from the date of its execution. unless otherwise provided in the proxy.

     3.7 Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the LLC for inclusion in the minutes or for filing with the LLC records ___ An action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.

     3.8 Meetings of Management Committee. The LLC shall not be required to have regular meetings of its Management Committee. Special meetings of the Management Committee may be called by any Manager from tine to time to obtain the vote of the Management committee on the matters set’ forth in Section 3.1 or for any other purpose or

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purposes. An affirmative vote by a majority of the Managers is required for the Management Committee’s approval of any matter.

          (a) The chairman of the Management Committee may designate any place, either within or outside the State of Arizona, as the place of meeting for any meeting of the Management Committee, If no designation is made. or if a special meeting be otherwise called, the place of meeting shall be held at the principal place of business of the LLC, as set forth in Section 1.2.

          (b) 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 three (3) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the Management Committee. to each Manager.

     3.9 Action by Management Committee Without a Meeting. Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Managers and delivered to the LLC for inclusion in the minutes or for filing with the LLC records. An action taken under this Section is effective when all Managers have signed the consent, unless the consent specifies a different effective date.

SECTION 4

     4.1 Amount and Time of Distribution. Except for funds distributed pursuant to Section 7.3 of this Agreement, the portion, if any. of the LLC’s cash funds and other property. after payment of expenses and the making of all other expenditures which the Management Committee determines. in its sole discretion, to be in excess of the LLC’s working capital needs and such reserves as the Management committee deems appropriate for the fixed and contingent obligations of the LLC, shall be distributed from time to time as the Management Committee deems proper.

     4.2 General Rule for Distributions. Except as otherwise provided in this Agreement. all Distributions shall be made to the Members in accordance with their respective Membership Interests. Upon liquidation, liquidation proceeds shall be distributed to the Members in accordance with Section 7.3.

     4.3 No Distribution upon Withdrawal. No withdrawing Member shall be entitled to receive any Distribution. or the value of such Member’s Membership Interest as the result of such withdrawal prior to the liquidation of the LLC.

SECTION 5

     5.1 Allocation of Profits. After taking into account the special allocations provided in Sections 5.3 and 5.4. Profits, if any, of the LLC shall be allocated as follows:

          (a) First. 100% to the Members until the aggregate Profits allocated to the Members pursuant to this Section 5.1(a) for such fiscal year and a]1 previous years is equal

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to the aggregate Losses allocated to the Members pursuant to the last sentence of Section 5.2 of this Agreement for all previous years; and

          (b) second, the balance, if any, shall be allocated to the Members in accordance with their respective Membership Interests.

     5.2 Allocation of Losses. After taking into account the special allocations provided in Sections 5.3 and 5.4, Losses, if any, of the LLC shall be allocated to the Members pro rata in accordance with their respective Membership Interests; provided, however, that the Losses allocated pursuant to this Section 5.2 to any Member shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. If an allocation of Losses pursuant to this Section 5.2 would cause one, but not all, of the Members to have an Adjusted Capital Account Deficit as a result of such allocation, the limitation set forth in this Section 5.2 shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Regulations § 1.704-I(b)(2)(ii)(d).

     5.3 Special Allocations. The following special allocations shall be made in the following order:

          (a) Except as otherwise provided in Regulations 1.704-2(f), notwithstanding any other provision of this Section 5, if there is a net decrease in LLC Minimum Gain during any fiscal year, each Member shall be specially allocated items of LLC income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of the net decrease in LLC Minimum Gain. determined in accordance with Regulations § 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 Member pursuant thereto. The items so to be allocated shall be determined in accordance with Regulations §§ 1-704-22(f)(6) and 1.704-20)(2). This Section 5.3(a) is intended to comply with the minimum Rain chargeback requirement in Regulations § 1.704-2(f) and shall be interpreted consistently therewith.

          (b) Except as otherwise provided in Regulations § 1.704-2(i)(4). notwithstanding any other provision of this Section 5, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during an)’ fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations 1-704-2(i)(5), shall be specially allocated items of LLC income and gain for such year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of, the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations § 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations §§ 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Regulations § 1-704-2(i)(4) and shall be interpreted consistently therewith.

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          (c) If any Member unexpectedly receives any adjustments. allocations or distributions described in Treasury Regulation §§ 1.704-1(,b)(2)(ii)(d)(4), (5) ___ or (6), items of LLC income and gain shall be specially allocated to such Member in an amount and a manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible; provided that an allocation pursuant to this Section 5.3(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5 have been tentatively made as if this Section 5.3(c) were not in this Agreement.

          (d) If any Member has a deficit Capital Account at the end of any fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member 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). each such Member shall be specially allocated items of LLC income and gain in the amount of such excess as quickly as possible: provided that an allocation pursuant to this Section 53(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided in this Section 5.3 have been made as if Section 5.3(c) hereof and this Section 5.3(d) were not in this Agreement.

          (e) Nonrecourse Deductions for am,- fiscal year shall be specially allocated to the Members in accordance with their Membership Interests.

          (f) Any Member Nonrecourse Deductions for any fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations § 1.704-2(i)(1).

          (g) To the extent an adjustment to the adjusted tax basis of any LLC asset pursuant to Code § 734(h) or Code § 743(b) is required to be taken into account pursuant to Regulations §§ 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the LLC, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the LLC it’ Regulations § 1.704-1(b)(2)(iv)(m)(2) applies. or to the Member to whom such distribution was made if Regulations § 1.704-1(b)(iv)(m)(4) applies.

     5.4 Curative Allocations. The allocations set forth in Section 5.3 hereof (“Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations will be offset with special allocations of other items of LLC income. gain, loss and deduction pursuant to this Section 5.4. Therefore, notwithstanding an ‘ other provision of this Section 5 (other than the Regulatory Allocations) the Management Committee shall make offsetting special allocations of LLC income. Rain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the

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Regulatory Allocations were not part of the Agreement and all LLC items were allocated pursuant to Sections 5.1 and 5.2 hereof.

     5.5 Other Allocations Rules.

          (a) In accordance with Code § 704(c) and the applicable Regulations issued thereunder. income. gain. loss and deduction with respect to any property contributed to the capital of the LLC, shall. solely for tax purposes, he allocated among the Members so as to take account of any variation between the adjusted basis of such property to the LLC for federal income tax purposes and its initial Gross Asset Value. In the event the Gross Asset Value of any LLC property is adjusted pursuant to this Agreement, subsequent allocations of income. gain, loss, and deduction with respect to such asset shall take into account any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code § 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the purpose of this Agreement. Allocations made pursuant to this subsection (a) 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 Member’s Capital Account or share of Profits, Losses. other items, or Distributions pursuant to any provision of this Agreement.

          (b) The Members shall make such other special allocations as are required, from time to time, in order to comply with any mandatory provision of the Regulations or to reflect a Member’s economic interest in the LLC determined with reference to such Member’s right to receive Distributions from this LLC and such Member’s obligation, if any, to pay its expenses and liabilities.

          (c) The Members are aware of the income tax consequences of the allocations made by this Section 5 and hereby agree to be hound by the provisions of this Section 5 in reporting their share of LLC income and loss for income tax purposes.

     5.6 Capital Account. The LLC shall maintain a Capital Account for each Member in accordance with the following provisions:

          (a) To each Member’s Capital Account there shall he credited such Member’s Capital Contributions. such Member’s distributive share of Profits and any. items in the nature of income or gain which are specifically allocated pursuant to Sections 5.3 and 5.4 hereof. And the amount of any LLC liabilities assumed by such Member or which are secured by any LLC property distributed to such Member.

          (b) To each Member’s Capital Account there shall be debited ___ the amount of cash and the Gross Asset Value of any LLC property distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 5.3 and 5.4 hereof and the amount of any liabilities of such Member assumed by the LLC or which are secured by any property contributed by such Member to the LLC.

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          (c) In the event that any interest in the LLC 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 interest.

          (d) In determining the amount of any liability for purposes of Subsections (a) and (b) above, there shall be taken into account Code § 752(e) and any other applicable provisions of the Code and Regulations.

     The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Management Committee determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the LLC or the Members), are computed in order to comply with such Regulations. the Management Committee may make such modification provided it does not affect the amounts distributable to any Member upon the dissolution of the LLC. The Management Committee also shall make any appropriate modifications in the event unanticipated events (for example ___ the acquisition by the LLC of oil or gas properties) might otherwise cause this Agreement not to Comply With. Regulations § 1.704-1(b).

SECTION 6

     6.1 Restrictions on Transfer of Membership Interest.

     (a) No Member shall make a Transfer of any Membership Interest or any portion thereof (including, without limitation, a Transfer of a right to Profits. Losses, or Distributions) without the prior written consent of the Management Committee and of the Members.

     (b) Any request by a Member for approval of any Transfer shall he submitted in writing no later than ninety (90) days preceding the intended effective date of such Transfer.

     (c) Any Transfer in violation of the provisions hereof shall be null and void and of no effect for any purpose.

     (d) No transferee shall he admitted as a Member without the prior written approval of all Members. The Members may grant or withhold the approval of such admission in their sole and absolute discretion.

     (e) Until admitted as a Member in accordance with this Section ___ a transferee has no right to participate in the management of the business and affairs of the LLC nor to become a Member. Such transferee is only entitled- to the extent transferred, to receive the distributions and return of capital and to be allocated the Profits and Losses attributable to transferor’s Membership Interest. Such transferee shall have no other rights under this Agreement nor with respect to the Membership Interest, except as specifically set forth in the preceding sentence.

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     6.2 Termination of the LLC for Tax Purposes. The Transfer of all or any part of a Membership Interest may not be made (and will be invalid) if the interests sought to be transferred, when added to all other interests in the LLC’s capital and/or profits transferred within the twelve consecutive month period ending on the date of such proposed transfer, would cause the termination of the LLC for federal income tax purposes, provided, however. that a Transfer causing such a termination may occur if the Members and the Management Committee consent to that Transfer and acknowledge in writing that the Transfer may cause a termination of the LLC for federal income tax purposes.

     6.3 Requirements for Transferee Becoming a Substituted Member. No transferee shall become a substituted Member in the LLC unless the Transfer complies with Sections 6.1 and 6.2 hereof, and the following- conditions are satisfied

          (a) The Person to whom the Transfer is to be made shall undertake in writing all of the obligations under this Agreement with respect to the Membership Interest to which the Transfer relates;

          (b) All reasonable fees and expenses required in connection with the Transfer shall have been paid by or for the account of the Person to whom the Transfer is to be made; and

          (c) All agreements and all other documents shall have been executed and filed and all other acts shall have been performed which the Management Committee deems necessary to make the Person to whom the Transfer is to be made a substituted Member in the LLC and to preserve the status of the LLC.

SECTION 7

     7.1 Dissolution.

          (a) The LLC shall be dissolved upon the occurrence of any of the following events:

               (i) the expiration of its term, as set forth in Section 1.4;

               (ii) the written agreement of Members holding a majority-in-interest of the Membership Interests;

               (iii) the entry of a decree of dissolution under LLC Act § 29-785;

               (iv) the acquisition by one Member of all of the outstanding Membership Interests; or

               (v) upon the occurrence of any event described in LLC Act § 29-733. unless the business of the LLC is continued by the specific unanimous consent of a majority of the remaining Members given within 90 days after such event and there are at least two remaining Members.

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     (b) As soon as possible following the occurrence of any event causing dissolution of the LLC if the LLC is not continued, a Member shall execute and file a notice of winding up with the Arizona Corporation Commission. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Termination shall be executed and filed with the Arizona Corporation Commission.

     (c) Notwithstanding any provisions of this Section 7 to the contrary . if the LLC is liquidated within the meaning of Regulations § 1.705-2(b)(ii)(g) but none of the events described in Section 7.1(a) hereof have occurred, the LLC shall not be liquidated, the LLC’s liabilities shall not be paid or discharged, and the LLC’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the LLC shall be deemed to have distributed its assets in kind to the Members, who shall be deemed to have assumed and taken subject to all LLC liabilities, all in accordance with their respective Capital Accounts and. immediately thereafter the Members shall be deemed to have recontributed all of such assets in kind to the LLC, which shall be deemed to have assumed and taken subject to all liabilities.

     7.2 Effect of Filing of Dissolving Statement. Upon the dissolution of the LLC. the LLC shall cease to carry on its business except as may be necessary for the winding up of its business, but its separate existence shall continue until the Articles of Termination have been filed with the Arizona Corporation Commission or until a decree dissolving the LLC has been entered by a court of competent jurisdiction.

     7.3 Winding Up. Liquidation and Distribution of Assets.

          (a) Upon dissolution, an accounting shall be made by the LLC’s independent accountants of the accounts of the LLC and of the LLC’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Members shall immediately proceed to wind up the affairs of the LLC.

          (b) If the LLC is dissolved and its affairs are to be wound up, the Members shall (i) sell or otherwise liquidate all of the LLC’s assets as promptly as practicable (except to the extent the Members may determine to distribute any asses .o the Members in kind), (ii) allocate any Profits or Losses resulting from such sales to the Members Capital Accounts in accordance with Section 4 hereof. (iii) discharge all liabilities of the LLC, including all costs relating to the dissolution, winding up, and liquidation and distribution of assets. (iv) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the LLC, and (v) distribute all remaining cash and assets of the LLC to the Members in accordance with their Capital Accounts. Any amounts withheld as reserves but not ultimately required to discharge liabilities of the LLC shall be distributed to the Members as promptly as possible. Distributions to the Members shall be made in accordance with the time requirements set forth in Regulations § 1.704-1(b)(2)(ii)(b)(2).

          (c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Regulations § 1.704-1(b)(2)(ii)(g), if any Member has a negative deficit Capital Account balance (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years. including the year during

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which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the LLC, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the LLC or to any other person for any purpose whatsoever.

          (d) Upon completion of the winding up, liquidation and distribution of the assets and filing of the Articles of Termination, the LLC shall be deemed terminated.

     7.4 Return of Contribution Nonrecourse to Other Members. Except as provided by law, upon dissolution, each Member shall look solely to the assets of the LLC for the return of its Capital Contributions. If the LLC property remaining after the payment or discharge of the debts and liabilities of the LLC is insufficient to return the Capital Contributions of one or more Members, such Member or Members shall have no recourse against any other Member.

SECTION 8

     8.1 Nature of Books and Records. The Selling Managers shall maintain or cause to be maintained complete and accurate records and books of account appropriate for the LLC’s business and affairs- Such books and records shall be kept on a basis consistent with the accounting methods followed by the LLC for federal income tax purposes.

     8.2 Review; Audit. At the discretion of the Management Committee, the books of the LLC may he reviewed or audited annually at LLC expense by such recognized independent public accounting firm as the Management Committee shall designate.

     8.3 Elections by LLC as to Optional Adjustment to Basis. In the case of a distribution of property within the provisions of Code § 734 or in the case of a Transfer of a Membership Interest permitted by this Agreement made within the provisions of Code § 743. the Management Committee on behalf of the LLC may, at its option, file an election under Code § 754 in accordance with the procedures set forth in the applicable Regulations. If such an election is filed, the Management Committee shall provide, or cause to be provided. any additional accounting or tax information with respect to any adjustment to basis for any Member.

     8.4 Election With Respect to Taxation as LLC. No election shall be made under Code § 76J to exclude the LLC from the application of any of the provisions of Subchapter K, Chapter 1 of the Code.

     8.5 Names and Addresses of Members. The Selling Managers shall maintain a current alphabetical list of the full names and last known business addresses of all Members at the principal office of the LLC. Such list shall be made available for the review of any Member or its representative at reasonable times and, upon request either in person or by mail, the Selling Managers shall furnish a copy of such list to any Member or its representative for the cost of reproduction and mailing.

     8.6 Fiscal Year. The fiscal Year of the LLC shall end on December 31 of each year.

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     8.7 Tax Returns. Within ninety (90) days after the end of each fiscal year of the LLC, the Selling Managers shall prepare, or cause to be prepared, a U.S. partnership return of income and any applicable state or local returns of income for the LLC and, in connection therewith, shall make any available or necessary elections. Within such ninety (90) day period, the LLC shall furnish to the Members information required to be set forth in each Member’s individual federal income tax return. The LLC’s U.S. partnership returns of income. and any applicable state or local returns of income, for the three most recent fiscal years of the LLC shall be kept at the LLC’s principal office.

     8.8 Financial Information. The Selling Managers shall furnish to each Member from time to time or upon reasonable demand true and full information regarding the business and financial condition of the LLC. Such financial information for the three most recent fiscal years of the LLC shall be kept at the LLC’s principal office.

     8.9 Records. The Selling Managers shall keep or cause to be kept at the LLC’s principal office (a) full and accurate records of all transactions of the LLC for the three most recent fiscal years. (b) a copy of the Articles of Organization and all Articles of Amendment thereto together with executed copies of any powers of attorney pursuant to which any such document has been executed, (c) copies of then effective written Operating Agreement and (d) copies of any financial statements of the LLC for its three most recent fiscal years.

     8.10 Access to Records. Each Member and its designated representatives shall be permitted access to all records of the LLC at the principal office of the LLC during ordinary business hours and shall have the right to make copies thereof at their own expense. Upon written request, after payment of the reasonable expenses of duplication, a Member shall be provided with a copy of the Articles of Organization and any Articles of Amendment thereto. The LLC shall not otherwise he required to deliver or mail a copy of the Articles of Organization or any Articles of Amendment thereto. The Members shall have the further right to obtain from the Selling Managers from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the LLC. (ii) promptly after becoming available, a copy of the LLC’s federal, state and local income tax returns for such year and (iii) such other information regarding the affairs of the LLC as is just and reasonable within the meaning of the LLC Act.

SECTION 9

     9.1 Notices. All notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given, made. and received only when delivered against receipt or when deposited in the United States mails. first class, postage prepaid, return receipt requested, addressed to the addressee at its address as shown from time to time in the records of the LLC. Any Member may alter the address to which communications are to he. sent by giving written notice of such change of address to the Selling Managers in conformity with the provisions of this Section.

     9.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives and assigns.

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     9.3 Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona without respect to its internal laws governing conflicts. The venue for any dispute arising hereunder shall be Maricopa County, Arizona.

     9.4 Provisions Severable. If any provision of this Agreement shall be or shall become illegal or unenforceable in whole or in part, for any reason, the remaining provisions shall be nevertheless he deemed valid, binding and subsisting.

     9.5 Indulgences Not Waivers. Neither the failure nor any delay on the part of any party to exercise any right, remedy. power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of any other right, remedy. power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any subsequent occurrence.

     9.6 Titles Not to Affect Interpretation. The titles of paragraphs and subparagraphs contained in this Agreement are inserted for the convenience of reference only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

     9.7 Gender. Words used herein, regardless of the number or gender specifically used, shall be deemed and construed to include any other number. singular or plural. and any other gender, masculine, feminine or neuter, as the context requires.

     9.8 Execution In Counterpart. This Agreement may be executed . in any number of counterparts, all of which taken together shall constitute one and the same instrument. and any persons to the signatory hereto may execute this Agreement by signing any such counterpart.

     9.9 Statutory Provisions. Any statutory references in this Agreement shall include a reference to any successor to such statute and/or to the referred-to provision of such statute.

     9.10 Waiver of Action for Partition. Each Member irrevocably waives during the term of the LLC any right that such Member may have to maintain any action for partition with respect to the property of the LLC.

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EX-3.48

Exhibit 3.48

ARTICLES OF INCORPORATION
OF
EDUCARE COMMUNITY LIVING-NORMAL LIFE, INC.

     The undersigned, a natural person over the age of eighteen years, acting as incorporator of a corporation under the Texas Business Corporation Act (the “Act”), does hereby adopt the following articles of incorporation for such corporation:

ARTICLE ONE

     The name of the corporation is EduCare Community Living-Normal Life, Inc.

ARTICLE TWO

     The corporation is to have perpetual existence.

ARTICLE THREE

     The purposes for which the corporation is organized are to transact any and all lawful business for which corporations may be organized under the Act.

ARTICLE FOUR

     The aggregate number of shares of a single class which the corporation shall have authority to issue is One Thousand (1,000) of no par value.

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.

ARTICLE SIX

     The post office address of the initial registered office is 811 Dallas Avenue, Houston, Texas 77002, and the name of its initial registered agent at such address is CT Corporation System.

ARTICLE SEVEN

     The number of directors constituting the initial board of directors is three (3), and the names and addresses of the persons who are to serve as the initial directors are:

Name	Address
Frederic H. Davis	9100 Marksfield Road Louisville, Kentucky 40222
J. Robert Shaver	9100 Marksfield Road Louisville, Kentucky 40222
Kathryn S. Graham	9100 Marksfield Road Louisville, Kentucky 40222

ARTICLE EIGHT

     At each election for directors of the corporation, each shareholder shall have the right to vote, in person or by proxy, the number of shares owned by that shareholder for each of as many persons as there are directors to be elected and cumulative voting by the shareholders in the election of directors is hereby expressly prohibited.

ARTICLE NINE

     The shareholders of the corporation shall not have a 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.

ARTICLE TEN

     The corporation shall indemnify its directors to the fullest extent provided by the Act.

ARTICLE ELEVEN

     To the maximum extent provided by law, each director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in such director’s capacity as a director, except that this article does not authorize the elimination or limitation of the liability of such director to the extent the director is found liable for:

(1) a breach of his or her duty of loyalty to the corporation or its shareholders;

(2) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;

(3) a transaction from which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or

(4) an act or omission for which the liability of such director is expressly provided for by an applicable statute.

ARTICLE TWELVE

     Any action required or permitted by the Act to be taken at a meeting of the shareholders of the corporation 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 holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on such action were present and voted.

ARTICLE THIRTEEN

     The name and address of the incorporator is Kelly Latz, 2000 San Jacinto Center, 98 San Jacinto Boulevard, Austin, Texas 78701-4286.

EXECUTED this 29th day of March, 1995.
Kelly Latz

EX-3.49

Exhibit 3.49

BYLAWS

OF

EDUCARE COMMUNITY LIVING-NORMAL LIFE, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the-end-of-the-Corporation’s fiscal year. The purpose of such meeting shall be the.. election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corp. in, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. if the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s registered office.

2. Board of Directors

     2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (a) are present in person or by proxy at a meeting held to elect directors and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the Texas Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Executive Vice Presidents and Vice Presidents, and shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

     3.2 The President shall

          (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors;

          (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors;

          (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation; and

          (d) Have such other powers and duties as the Board of Directors may assign to him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or if not designated in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall

          (a) Issue notices of all meetings for which notice is required to be given;

          (b) Keep the minutes of all meetings and have charge of the corporate record books; and

          (c) Have such other duties and powers as the Board of Directors or the President may assign to her.

     3.5 The Treasurer shall

          (a) Have the custody of all funds and securities of the Corporation;

          b) Keep adequate and correct accounts of the Corporation’s affairs and transactions; and

          (c) Have such other duties and powers as the Board of Directors or the President may assign to her.

     3.6 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

     4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.50

Exhibit 3.50

ARTICLES OF INCORPORATION
OF
EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC.

ARTICLE ONE

The name of the corporation is EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is 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 Million (1,000,000) of par value of One Dollar and No/100 (1.00) each.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance ‘of shares consideration of the value of one Thousand Dollars ($1,000.00) consisting of money, labor done, or property actually received.

ARTICLE SIX

The street address of its initial registered office is 4629 Lemon Tree, Garland, Texas 75043, and the name of its initial registered agent at such address is Ronald D. Palmer.

ARTICLE SEVEN

The number of directors constituting the initial board of directors is two (2), and the name(s) and address(s) of the person or persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Ronald D. Palmer	4629 Lemon Tree Garland, Texas 75043
Stephanie Palmer	4629 Lemon Tree Garland, Texas 75043

ARTICLE EIGHT

The name and address of the incorporators are:

Ronald D. Palmer
Stephanie Palmer 4629 Lemon Tree Garland, Texas 75043
4629 Lemon Tree Garland, Texas 75043

ARTICLE NINE

The initial bylaws shall be adopted by the board of directors. The power to alter, amend, or repeal the bylaws is vested in the board of directors, subject to repeal by action of the shareholders.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this                      day of                                         , 1996 .

                /s/ Ronald D. Palmer  

Ronald D. Palmer 

               /s/ Stephanie Palmer  

Stephanie Palmer 

EX-3.51

Exhibit 3.51

BYLAWS
OF
EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC.

ARTICLE ONE

Offices

Registered Office

     1.01 The registered office of the Corporation is located at 4629 Lemon Tree Lane, Garland, Texas 75043.

Registered Agent

     1.02 The name of the registered agent of the Corporation at such address is Ronald D. Palmer.

Principal Office

     1.03 The principal office for the transaction of the business of this Corporation is 4629 Lemon Tree Lane, Garland, Texas 75043. The Board of Directors has full power and authority to change the principal office from one location to another by noting the changed address and the effective date below:

Dated:                                        

Dated:                                        

Dated:                                        

Dated:                                        

Dated:                                        

Other Offices

     1.04 The Corporation may also have offices at such places, within or without the State of Texas, where the Corporation is qualified to do business, as the Board of Directors may from time to time designate, or the business of the Corporation may require.

ARTICLE TWO

Meetings of Shareholders

Place of Meetings

     2.01 Meetings of Shareholders shall be held at any place within or without the State of Texas designated by the Board of Directors pursuant to authority hereinafter granted to the

Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation, Shareholders’ meetings shall be held at the principal office of the Corporation. Any regular or special meetings of the Shareholders is valid, wherever held, if held on written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the Corporation.

Time of Annual Meeting — Business Transacted

     2.02 The annual meeting of the Shareholders shall be held each year at a time and place determined by the Board of Directors. At such meetings Directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the powers of the Shareholders.

Notice of Meetings

     2.03 (1) Notice of all meetings of Shareholders shall be given in writing to Shareholders entitled to vote by the President or Secretary or by the Officer or person calling the meeting, or, in case of his neglect or refusal, or if there is no person charged with the duty of giving notice, by any Director or Shareholder. The notice shall be given to each Shareholder, either personally or by prepaid mail, addressed to the Shareholder at his address appearing on the transfer books of the Corporation.

Time of Notice

     (2) Notice of any meeting of Shareholder shall be sent to each Shareholder entitled thereto not less than ten (10) nor more than fifty (50) days before the meeting, except in the case of a meeting for the purpose of approving a merger or consolidation agreement, in which case the notice must be given no less than twenty (20) days prior to the date of the meeting.

Contents of Notice

     (3) Notice of any meeting of Shareholders shall specify the place, date, and hour of the meeting. The notice shall also specify the purpose of the meeting if it is a special meeting, or if its purpose, or one of its purposes, will be to consider a proposed amendment of the Articles of Incorporation, to consider a proposed reduction of stated capital without amendment, to consider a proposed merger or consolidation, to consider a voluntary dissolution or the revocation of a voluntary dissolution by act of the Corporation, or to consider a proposed disposition of all, or substantially all, of the assets of the Corporation outside of the ordinary course of business.

Notice of Adjourned Meeting

     (4) When a Shareholders’ 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, it is not necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which the adjournment is taken.

Calling of Special Meetings

     2.04 (1) Upon request in writing to the President, Vice President, or Secretary, sent by registered mail or delivered to the Officer in person, by any persons entitled to call a 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, fixed by the Officer, not less than ten (10) days after the receipt of the request. If the notice is not given within seven (7) days after the date of delivery, or the date of mailing of the request, the persons calling the meeting may fix the time of meeting and give the notice in the manner provided in these Bylaws. Nothing contained in this section shall be construed as limiting, fixing, or affecting the time or date when a meeting of Shareholders called by action of the Board of Directors may be held.

Persons Entitled to Call Special Meetings

     (2) Special meetings of the Shareholders, for any purpose whatsoever, may be called at any time by any of the following: (1) the President; (2) a majority of the Board of Directors.

Quorum of Shareholders

     2.05 (1) The presence in person or by proxy of the persons entitled to vote a majority of the voting shares at any meeting constitutes a quorum for the transaction of business.

Adjournment for Lack or Loss of Quorum

     (2) In the absence of a quorum or the withdrawal of enough Shareholders to leave less than a quorum, any meeting of Shareholders may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but no other business may be transacted.

Closing Transfer Books

     2.06 (1) For the propose 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 share transfer books shall be closed for a stated period not to exceed in any case, fifty (50) days. If the transfer books shall be closed for the purpose of determining Shareholders entitle 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.

Record Date for Determination of Shareholders

     (2) In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of Shareholder, such 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 prior to the date on which the particular action, requiring such determination of Shareholders is to be taken.

Date of Notice or Resolution for Determination of Shareholders

     (3) If the share transfer books are not closed and no record date is fixed for the determination of Shareholders, or Shareholder 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, is the record date for such determination of Shareholders.

Adjourned Meeting

     (4) When any determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Paragraph, such determination shall apply to any adjournment thereof except where the determination has been made through closing of the transfer books and the stated period of closing has expired, in which case the Board of Directors shall make a new determination as hereinbefore provided.

Voting List

     2.07 At lest ten (10) days before each meeting of Shareholders, the Officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the Shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list for a period of ten (10) 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 transfer books shall be prima facie evidence as to who are the Shareholders entitle to examine such list of transfer books or to vote at any meeting of Shareholders. However, failure to prepare and to make available such list in the manner provided above shall not affect the validity of any action taken at the meeting.

Votes Per Share

     2.08 Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders, except to the extent that the voting rights of shares of any class or classes are limited by the Articles of Incorporation.

Cumulative Voting Prohibited

     2.09 Every Shareholder entitled to vote at any election for Directors may not cumulate his votes.

Voting by Voice and Ballot

     2.10 Elections for Directors need not be by ballot unless a Shareholder demands election by ballot at the election and before the voting begins.

Proxies

     2.11 A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or by his duly authorized attorney in fact. No proxy shall be valid after one (1) month from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for a period of more than one (1) month.

Waiver of Notice

     2.12 Any notice required by law or these Bylaws may be waived by the execution by the person entitled to the notice of a written waiver of such notice, which may be signed before or after the time stated in the notice. Attendance at a meeting shall constitute a waiver of notice except where the person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Action Without Meeting

     2.13 Any action which, under any provision of the Texas Business Corporation Act may be taken at a meeting of the Shareholders, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote on such action at a meeting, and filed with the Secretary of the Corporation. Any such signed consent, or a signed copy thereof, shall be placed on the minute book of the Corporation.

Appointment of Inspectors of Election

     2.14 (1) In advance of any meeting of Shareholders, the Board of Directors may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the Chairman of any such meeting may, and on the request of any Shareholder or his proxy shall, appoint inspectors of election 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 present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the person acting as Chairman.

Duties of Inspectors

     (2) 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, 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 the result, and do such acts as may be proper to conduct the election or vote with fairness to all Shareholders. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.

Vote of Inspectors

     (3) If there are three inspectors of election the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

Report of Inspectors

     (4) On request of the Chairman of the meeting or of any Shareholder or his proxy the inspectors shall make a report in writing of any challenge or question or matter determined by them and executed a certificate of any fact found by them. Any report or certificate made by them is prima facie evidence of the facts stated therein.

Conduct of Meetings

     2.15 At every meeting of the Shareholders, the President, or in his absence, the Vice President designated by the President, or, in the absence of such designation, a Chairman (who shall be one of the Vice Presidents, if any are present) chosen by a majority in interest of the Shareholders of the Corporation present in person or by proxy and entitled to vote,. shall act as Chairman. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as Secretary of all meetings of the Shareholders. In the absence at such meeting of the Secretary or Assistant Secretary, the Chairman may appoint another person to act as Secretary of the meeting.

ARTICLE THREE

Directors

Directors Defined

     3.01 “Directors”, when used in relation to any power or duty requiring collective action, means “Board of Directors. “

Powers

     3.02 The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to any limitation imposed by the Texas Business Corporation Act, the Articles of Incorporation, or these Bylaws as to action which required authorization or approval by the Shareholders.

Number of Directors

     3.03 The number of Directors of this Corporation shall be one (1) or more, none of whom need be Shareholders or residents of the State of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent Director.

Term of Office

     3.04 The Directors named in the Articles shall hold office until the first annual meeting of Shareholders and until their successors are elected and qualified, either at an annual or a special meeting of Shareholders. Directors other than those named in the Articles, shall hold office until the next annual meeting and until their successors are elected and qualified.

Vacancies

     3.05 (1) Vacancies on the Board of Directors shall exist in the case of the happening of any of the following events: (a) the death, resignation, or removal of any Director; (b) the authorized number of Directors is increased; or (c) at any annual, regular, or special meeting of Shareholders at which any Director is elected, the Shareholders fail to elect the full authorized number of Directors to be voted for at that meeting.

Declaration of Vacancy

     (2) The Board of Directors may declare vacant the office of a Director in either of the following cases: (a) if he is adjudged incompetent by an order of court, or finally convicted of a felon; or (b) if within sixty (60) days after notice of his election, he does not accept the office either in writing or by attending a meeting of the Board of Directors.

Filling Vacancies by Directors

     (3) Vacancies may be filled by a majority of the remaining Directors, though less than a quorum, or by sole remaining Director. Each Director so elected shall hold office until his successor is elected at an annual, regular, or special meeting of the Shareholders.

Filling Vacancies by Shareholders — Reduction of
Authorized Number of Directors

     (4) The Shareholders may elect a Director at any time to fill any vacancy not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the Shareholders may elect a successor to take office when the resignation becomes effective. A reduction of the authorized number of Directors does not remove any Director prior to the expiration of his term of office.

Removal of Directors

     3.06 The entire Board of Directors or any individual Director may be removed from office by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at an election of Directors. If any or all Directors are so removed, new Directors may be elected at the same meeting. Whenever a class or series of shares is entitled to elect one or more Directors under authority granted by the Articles, the provisions of this paragraph apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.

Place of Meetings

     3.07 Regular meetings of the Board of Directors shall be held at any place within or without the State of Texas which has been designated from time to time by resolution of the board or by written consent of all members of the board. In the absence of such designation, regular meeting shall be held at the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal office. Any regular or special meeting is valid, wherever held, if held on written consent of all members of the Board given either before or after the meeting and filed with the Secretary of the Corporation.

Regular Meetings

     3.08 (1) Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the Shareholders each year, which meeting shall constitute its annual meeting, or at such other time and place as shall from time to time be determined by the Board.

Call of Regular Meetings

     (2) All regular meetings of the Board of Directors of this Corporation shall be called by the President, or, if he is absent or is unable or refuses to act, by any Vice President or by any Director.

Notice of Regular Meetings

     (3) Written notice of the time and place of the regular meetings of the Board of Directors shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication at least seven (7) days before the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice shall be addressed to him at the city or place in which the meetings of the Directors are regularly held. Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.

Validation of Meeting Defectively Called or Noticed

     (4) The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had 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 waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Corporation records or made a part of the minutes of the meeting. Attendance by a Director at a meeting shall constitute a waiver of notice of the meeting, unless the express purpose for such attendance is to present the objection that the meeting is not lawfully called or convened.

Call of Special Meeting

     3.09 (1) Special meetings of the Board of Directors of this Corporation shall be called by the President, or if he is absent or is unable or refuses to act, by any Vice President or by any Director.

Notice of Special Meeting

     (2) Written notice of the time, place and purpose of special meetings of the Board of Directors shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication, at least seven (7) days before the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice shall be addressed to him at the city or place in which the meetings of the Directors are regularly held. Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.

Quorum

     3.10 A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business.

Majority Action

     3.11 Every act or decision done or made by a majority of the Directors present at any meeting duly held at which a quorum is present is the act of the Board of Directors, unless an act of a greater number is required by the Articles of Incorporation or to any action taken at such meeting unless his dissent to the action is entered in the minutes of the meeting, or unless he shall file his written dissent thereto with the Secretary of the meeting or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after such meeting.

Actions by Consent of Board Without Meeting

     3.12 Any action required or permitted to be taken by the Board of Directors under any provision of the Texas Business Corporation Act may be taken without a meeting, if all members of the Board 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. Any certificate or other document filed under any provision of the Texas Business Corporation Act which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that these Bylaws authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

Adjournment

     3.13 (1) In the absence of a quorum a majority of the Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of Adjourned Meeting

     (2) Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the, time and place are fixed at the meeting adjourned.

Conduct of Meetings

     3.14 At every meeting of the Board of Directors, the Chairman of the Board of Directors, if there shall be such an Officer, and if not, the President, or in his absence, the Vice President designated by the President, or in the absence of such designation, a Chairman chosen by a majority of the Directors present, shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors. In case the Secretary shall be absent from any meeting, the Chairman may appoint any person to act as Secretary of the meeting.

Compensation

     3.15 Directors shall receive such compensation for their services as Directors as shall be determined from time to time by resolution of the Board. Any Director may serve the Corporation in any other capacity as an Officer, agent, employee or otherwise and receive compensation therefor.

Indemnification of Directors and Officers

     3.16 The Board of Directors shall authorize the Corporation to pay or reimburse any present or former Director or Officer of the Corporation any costs or expenses actually and necessarily incurred by him in any action, suit, or proceeding to which he is made a party by reason of his holding such position; provided, however, that he shall not receive such indemnification if he be finally adjudicated therein to be liable for negligence or misconduct in office. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. The Board of Directors may, in proper cases, extend the indemnification to cover the good faith settlement of any such action, suit, or proceeding, whether formally instituted or not.

Executive Committee

     3.17 The Board of Directors may at any time appoint one or more Directors to serve and act as an executive committee. The executive committee so appointed shall have such power and authority to conduct the business and affairs of the Corporation as is vested by law, the Articles of Incorporation, and these Bylaws in the Board of Directors as a whole, except that it may not take any action that is specifically required by statute to be taken by the entire Board of Directors. Members of the executive committee shall receive such compensation as the Board of Directors may from time to time provide. Each Director shall be deemed to have assented to any action of the executive committee unless he shall, within seven (7) days after receiving actual or constructive notice of such action, deliver his written dissent thereto to the Secretary of the Corporation. Members of the executive committee shall serve at the pleasure of the Board of Directors.

Other Committees

     3.18 The Board of Directors, by an affirmative vote of a majority of the members constituting the Board of Directors, may appoint committees which shall have and may exercise such powers as shall be conferred or authorized by resolution of the Board. A majority of any such committee may determine its action and fix the time and place of its meetings unless the Board of Directors shall otherwise provide. The Board of Directors, by such affirmative vote, shall have power at any time to change the powers and members of any such committees, to fill vacancies, and to dispose of any such committee.

     3.19 The Board of Directors may adopt such rules and regulations for the conduct of its meetings and management of the affairs of the Corporation as it may deem proper, and shall have power:

(a)	To determine the administrative policies of the Corporation, to keep books and records of accounts, payroll and expenditures of the Corporation, and to administer all of the financial affairs of the Corporation;
(b)	To hire and discharge clerical personnel, to fix their salaries, to determine their vacation dates, sick leave benefits, and in general to supervise all employees of the Corporation.
(c)	To engage professional and clerical help on a fee, retainer or other basis for any purpose deemed necessary and advisable;
(d)	To purchase, lease or dispose of equipment, supplies and other assets to be used in the conduct of the business of the Corporation;
(e)	To establish a pension plan, profit sharing plan, deferred compensation plan, group life insurance, group health, hospitalization and accident insurance, split-dollar insurance, key man insurance, or any other form of fringe benefit which may be conferred by a Corporation upon any of its employees.

ARTICLE FOUR

Officers

Number and Titles

     4.01 The Officers of the Corporation shall be a President and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Paragraph 4.03 of this Article. One person may hold two or more offices.

Election

     4.02 The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Paragraph 4.03 or Paragraph 4.05 of this Article, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Subordinate Officers

     4.03 The Board of Directors may appoint such other Officers or agents 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. The Board of Directors may delegate to any Officer or committee the power to appoint any such subordinate Officers, committees or agents, to specify their duties and to determine their compensation.

Removal and Resignation

     4.04 Any Officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any committee or Officer upon whom such power of removal may be conferred by the Board of Directors; provided, however, that such removal shall not be without prejudice to the contract rights, if any, of the person removed. 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 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.

Vacancies

     4.05 If the office of the President, Secretary, Treasurer, Assistant Secretary (if any), or Assistant Treasurer (if any) becomes vacant by reason of death, resignation, removal, or otherwise, the Board of Directors shall elect a successor who shall hold office for the unexpired term, and until his successor is elected.

Chairman of the Board

     4.06 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 powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

President

     4.07 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, 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. Within this authority and in the course of his duties he shall

Conduct Meetings

     (1) Preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or, if there by none, at all meetings of the Board of Directors and shall be ex officio a member of all the standing committees, including the executive committee, if any.

Sign Share Certificates

     (2) Sign all certificates of stock of the Corporation, in conjunction with the Secretary or Assistant Secretary, unless otherwise ordered by the Board of Directors.

Executive Instruments

     (3) When authorized by the Board of Directors or required by law, execute, in the name of the Corporation deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notices, bonds, debentures, contracts, and other papers and instruments in writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the Corporation’s business may require.

Hire and Fire Employees

     (4) Appoint the remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Corporation other than the duly appointed Officers, subject to the approval of the Board of Directors and control, subject to the direction of the Board of Directors, all of the Officers, agents and employees of the Corporation.

Secretary

     4.08 In the absence or disability of the President, the Secretary 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 on, the President. In addition, the Secretary shall:

     (1) Sign, with the President, certificates for shares of the Corporation.

     (2) Attest and keep at the principal office of the Corporation the original or a copy of its Bylaws as amended or otherwise altered to date.

     (3) Keep at the principal office of the Corporation or such other place as the Board of Directors may order, a book of minutes of all meetings of its Directors and Shareholders, executive committee, and other committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at

Directors’ meetings, the number of shares or members present or represented Shareholders’ meetings, and the proceedings thereof.

     (4) Sign or attest such documents as may be required by law or the business of the Corporation, and to keep the Corporation’s seal and affix it to such instruments as may be necessary or proper.

     (5) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. In case of the absence or disability of the Secretary, or his refusal or neglect to act, notice may be given and served by the President or by the Board of Directors.

     (6) Be custodian of the records and of the seal of the Corporation and see that it is engraved, lithographed, printed, stamped, impressed upon or affixed to all certificates of shares prior to their issuance and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws.

     (7) Keep at the principal office of the Corporation a share register or duplicate share register showing the names of the Shareholders and their addresses; the number, date of issue, and class of shares represented by each outstanding share certificate; and the number and date of cancellation of each certificate surrendered for cancellation.

     (8) See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed.

     (9) Exhibit at all reasonable times to any Director on application, or on written demand stating the purpose thereof of any person who has been a Shareholder of record for at least six (6) months immediately preceding his demand or who is the holder of record of at least five percent (5 %) of all of the outstanding shares of the Corporation, upon application, the Bylaws, the share register, and minutes of proceedings of the Shareholders and Directors of the Corporation.

     (10) 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 Board of Directors.

     (11) In case of the absence of disability of the Secretary or his refusal or neglect to act, any person thereunto authorized by the President or Vice President or by the Board of Directors may perform the functions of the Secretary.

Treasurer

     4.09 The Treasurer shall:

     (1) Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

     (2) Receive, and give receipt for, monies due and payable to the Corporation from any source whatever.

     (3) Disburse or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

     (4) Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.

     (5) Exhibit at all reasonable time the books of account and records to any Director on application, or to any person who has been a Shareholder of record for at least six (6) months immediately preceding his demand or who is the holder of record of at least five percent (5%) of all the outstanding shares of the Corporation, on written demand stating the purpose thereof, during business hours at the office of the Corporation where such books and records are kept.

     (6) Render to the President and Directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     (7) Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to Shareholders and statements of the affairs of the Corporation when requested by Shareholders holding at least ten percent (10 %) of the number of outstanding shares of the Corporation.

     (8) 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.

     (9) In case of the absence or disability of the Treasurer or his refusal or neglect to act, the Secretary may perform all of the functions of the Treasurer, and the Secretary, any person thereunto authorized by the President or by the Board of Directors may perform the functions of the Treasurer.

     4.10 The salaries of the Officers shall be fixed from time to time by the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

ARTICLE FIVE

Execution of Instruments and Deposit of Funds

Authority for Execution of Instruments

     5.01 The Board of Directors, except as otherwise provided in these Bylaws, 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; and, unless so authorized, no Officer, agent, or employee shall have any power of authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Execution of Instruments

     5.02 Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the President, and may have the corporate seal affixed thereto.

Bank Accounts and Deposits

     5.03 (1) All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, trust companies, or other depositories as the Board of Directors may select or as may be selected by any Officer or Officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors.

Endorsement Without Countersignature

     (2) Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories may be made without countersignature by the President or the Secretary, or by any other Officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand stamped impression in the name of the Corporation.

Signing of Checks, Drafts, Etc.

     (3) All checks, drafts or other order 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.

ARTICLE SIX

Issuance and Transfer of Shares

Classes and Series of Shares

     6.01 The Corporation may issue only one class or series of shares, or both, without par value and with full voting rights. All shares shall have the same voting rights, conversion, redemption, another rights, preferences, privileges, and restrictions.

Certificates for Fully Paid Shares

     6.02 Neither shares nor certificates representing such shares may be issued by the Corporation until the full amount of the consideration has been paid. When such consideration has been paid to the Corporation, the shares shall be deemed to have been issued and the certificate representing such shares shall be issued to the Shareholder.

Consideration for Shares

     6.03 The consideration paid for the issuance of shares shall consist of money paid, labor done, or property actually received, and neither promissory notes nor the promise of future services shall constitute payment or part payment for shares of the Corporation.

Contents of Share Certificates

     6.04 (1) Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(a)	That the Corporation is organized under the laws of the State of Texas;
(b)	The name of the person to whom issued;
(c)	The number of shares which such certificate represents;
(d)	The par value of each share represented by such certificate, or a statement that the shares are without par value.

Restriction on Transfer

     (2) Any restrictions imposed by the Corporation on the sale or other disposition of its shares and on the transfer thereof must be copied at length or in summary form on the face, or so copied on the back and referred to on the face, of each certificate representing shares to which the restriction applies.

Signing Certificates — Facsimile Signatures

     6.05 All such certificates shall be signed by the President and the Secretary. The signatures of the President and Secretary may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar either of which is not the Corporation itself or an employee of the Corporation. If the Officer who has signed or whose facsimile signature has been placed on the certificate has ceased to be such Officer. before the certificate is issued, the certificate may be issued by the Corporation with the same effect as if he were such Officer at the date of its issuance.

Transfer of Lost or Destroyed Shares

     6.06 (1) Where a share certificate has been lost, apparently destroyed, or wrongfully taken and the owner fails to notify the Corporation of that fact within a reasonable time after he has notice of it, and the Corporation registers a transfer of the share represented by the certificate before receiving such a notification, the owner is precluded from asserting against the Corporation any claim for registering the transfer or any claim to a new certificate.

Replacement of Lost or Destroyed Certificates

     (2) Where the holder of a share certificate claims that the certificate has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate in place of the original certificate if the owner. so requests before the Corporation has notice that the share has been acquired by a bona fide purchaser; and files with the Corporation a sufficient indemnity bond; and satisfies any other reasonable requirements imposed by the Board of Directors.

Transfer After Replacement

     (3) If, after the issue of a new security as a replacement for a lost, destroyed, or wrongfully taken certificate, a bona fide purchaser of the original certificate presents it for registration of transfer, the Corporation must register the transfer unless registration would result in over issue. In addition to any rights on the indemnity bond, the Corporation may recover the new security from the person to whom it was issued or any person taken under him except a bona fide purchaser.

Transfer Agents and Registrars

     6.07 The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.

Conditions of Transfer

     6.08 A person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation; provide that whenever any transfer of shares shall be made for collateral security, and to absolutely, and written notice thereof shall be given to the Secretary of the Corporation or its transfer agent, if any, such fact shall be stated in the entry of the transfer.

Reasonable Doubts as to Right to Transfer

     6.09 When a transfer of shares is requested and there is reasonable doubt as to the right of the person. seeking the transfer, the Corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the Corporation as to form, amount, and responsibility of sureties. The bond shall be conditioned to protect the Corporation, its offices, transfer agents, and registrars, or any of them, against any loss, damage, expense, or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

ARTICLE SEVEN

Records, Reports, and Seal

Minutes of Corporate Meetings

     7.01 The Corporation shall keep at the registered office, or such other place as the Board of Directors may order, a book of minutes of all meetings of its Directors and of its Shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares or members present or represented at Shareholders’ or members’ meetings, and the proceedings thereof.

Books of Account

     7.02 The Corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursement, gains, losses, capital, surplus, and shares. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.

Share Register

     7.03 The Corporation for profit shall keep at the registered office, or at the office of the transfer agent, a share register, showing the names of the Shareholders and their addresses, the number and classes of shares sold by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered by cancellation.

Inspection of Records by Shareholders

     7.04 (1) Any person who shall have been a Shareholder of record for at lest six (6) months immediately preceding his demand, or who is the holder, of record of at least five percent (5 %) of all of the outstanding shares of the Corporation, on written demand stating the purpose thereof, has the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its books and records of account, minutes, and record of Shareholders, and is entitled to make extracts therefrom.

Inspection of Records by Directors

     (2) Every Director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the Corporation, and also of its subsidiary corporations, domestic or foreign. Such inspection by a Director may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.

Annual Report to Shareholders

     7.05 (1) If requested, in writing, by the Shareholders, no later than the close of the fiscal year, the Board of Directors shall cause an annual report to be sent to the Shareholders not later than 120 days after the close of the fiscal or calendar year.

Contents of Annual Reports

(2)	The annual report shall include the following financial statements;
(a)	A balance sheet as of such closing date;
(b)	A statement of income or profit and loss for the year ended on such closing date;
(c)	Such other information as the Directors shall determine.
(3)   The financial statements shall be prepared from the books and shall be in accordance therewith and shall be certified by the President, Secretary, Treasurer, or a public accountant. They shall be prepared in a form, sanctioned by sound accounting practice for the particular kind of business carried on by the Corporation.

Fiscal Year

     7.06 The fiscal year of the Corporation shall be the calendar year. Seal

     7.07 The Board of Directors may adopt, use, and thereafter alter, the Corporation seal.

ARTICLE EIGHT

Amendment of Bylaws

Adoption, Amendment, Repeal of Bylaws by Shareholders

     8.01 The power to alter, amend or repeal these Bylaws or adopt new Bylaws is vested in a majority of the Board of Directors, subject to the power of Shareholders to alter or repeal any Bylaws adopted by the Board of Directors.

Signature and Attestation

     Adopted by the Board of Directors to be effective January 19, 1996.

/s/ Stephanie Palmer  

Stephanie Palmer, Secretary 

EX-3.52

Exhibit 3.52

RESTATED CERTIFICATE OF INCORPORATION

OF

EDUCARE COMMUNITY LIVING CORPORATION – AMERICA

     EduCare Community Living Corporation — America, a corporation organized and existing under the laws or the State Of Delaware, hereby certifies as follows:

     1. The name of the Corporation is EduCare Community Living Corporation — America and the name under which the Corporation was originally incorporated was National Healthcare Services, Inc.

     The date of filing of its original certificate of Incorporation with the Secretary of State was August 27, 1987.

     2. This Restated Certificate of Incorporation restates, integrates and further amends the Certificate of Incorporation to read as herein set forth in full:

ARTICLE ONE

NAME

     The, name of the Corporation is EduCare Community Living Corporation.

ARTICLE TWO

REGISTERED OFFICE AND AGENT

     The registered office of the Corporation in the State of Delaware is to be located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. Its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

PURPOSE

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Act”).

ARTICLE FOUR

CAPITALIZATION AND VOTING

     Section 1. The aggregate number of Shares of Capital Stock which the Corporation shall have authority to issue is ten million, three hundred thousand (10,300,000) consisting of:

     (1) One class of Ten Million Shares of Common Stock, $0.001 par value per share; and

     (ii) One class of Three Hundred Thousand Shares of Preferred Stock, $0.001 par value per share consisting of two series as follows:

     (a) The 1988 Series Preferred Stock consisting of 200,000 shares shall have the following rights and preferences: (i) each holder shall be entitled to ten votes for each share held in his name on the books of the Corporation; (ii) each share may be converted into Common Stock at the option of the holder on a one-for-one basis at any time subsequent to January 31,1995.

     (b) The 1991 Series Preferred Stock consisting of 100,000 shares shall have the following rights and preferences; (i) each holder shall be entitled to ten votes for each share held in his name on the books of the Corporation; (ii) each share may be converted into Common Stock at the option of the holder on a one-for-one basis at any time subsequent to January 31, 2001.

     Section 2. The conversion ratio for the 1988 Series Preferred Stock and the 1991 Series Preferred Stock shall be subject to adjustment from time to time as follows: In case the Corporation shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding Common Stock, the conversion ratio in effect immediately prior to such subdivision or the issuance of such dividend shall be proportionately adjusted to give effect to such transaction, and in case the Corporation shall at any time combine the outstanding shares of Common Stock, the conversion ratio in effect immediately prior to such combination shall be proportionately adjusted to give effect to such transaction, effective at the close of business on the date of such subdivision, dividend or combination, as the case may be.

     Section 3. No holder of shares of Capital Stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any Capital Stack of any class which the Corporation may issue or sell, whether or not exchangeable for any Capital Stock of the Corporation of any class or gasses, whether issued out of unissued shares authorized by this Restated Certificate of Incorporation as originally filed or by any amendment thereof, or out of shares of Capital Stock of the Corporation acquired by it after the issue thereof; nor shall any holder of shares of Capital Stock of the Corporation, as such holder, have any right to purchase, acquire or subscribe for any securities which the Corporation may issue or sell whether or not convertible into or exchangeable for shares of Capital Stock of the Corporation of any class or classes, and whether or not any such securities have attached or appurtenant thereto warrants, options or other Instruments which entitle the holders thereof to purchase, acquire or subscribe for shares of Capital Stock of any dam or classes.

     Section 4. In the exercise of voting privileges, each holder of shares of the Common Stock of the Corporation shall be entitled to one (l) vote for each share held in his name on the

books of the Corporation, and each holder of the 1988 Series Preferred Stock and the 1991 Series Preferred Stock of the Corporation shall have ten (10) votes for each share held in his name on the books of the Corporation with all such shares voting as a single class unless otherwise required by law. In all elections of the Corporation, cumulative voting is expressly prohibited. With respect to any action to be taken by the stockholders of the Corporation as to any matter, the affirmative vote of the holders of shares of Capital Stock representing a majority of the votes entitled to vote thereon and represented in person or by proxy at a meeting of the stockholders at which a quorum is present shall be sufficient to authorize, affirm, ratify or consent to such action, provided, however, not withstanding the foregoing, at any meeting duly called and held for the election of directors at which a quorum is prow t, directors shall be elected by a plurality of the votes cast by the holders of shares of Capital Stock of the Corporation entitled to vote thereon and represented in person or by proxy. Any action required by the Act to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in wrung, setting forth the action so taken, shall be signed by the holder or holders of shares of Capital Stock represents a majority of the votes entitled to vote thereon and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or ant of the Corporation having custody of the Corporation’s minute book, Prompt notice of the action so taken without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     Section 5. The board of Directors shall have the power and. authority at any time and from tines to time to issue, sell, or otherwise dispose of any authorized and unissued shares of any class of stock of the Corporation to such persons or parties, including the holders of any

class of stock, for such consideration (not less than Par value, if any, thereof) and upon such terms and conditions as the Board of Directors in its discretion may deem for the best interests of the Corporation.

     Section 6. The Common Stock is subject and subordinate to any and all rights, privileges, preferences, and priorities of the 1988 Series Preferred Stock and the 1991 Series Preferred Stock of the Corporation as set forth in this Article Four. All shares of Common Stock shall be of equal rank and shall be identical in all respects,

     Section 7. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, the remaining net assets of the Corporation shall be divided and distributed among the holders of the Capital Stock based on the ratio that the number of shares of Capital Stock owned by each such holder beam k the aggregate number of issued and outstanding shares of Capital Stock.

     Section 8. The holders of Common Stock and Preferred Stock shall be entitled to receive, on a share-for-share basis, treating for dividend purposes all issued and outstanding shares of Common Stock and Preferred Stock as a single class, such dividends as may be declared from time to time by the Board of Directors.

     Section 9. The shares of Common Stock and Preferred Stock shall not be subject to redemption by the Corporation.

ARTICLE FIVE

BYLAWS

     In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, but subject to the provisions of this Restated Certificate of Incorporation, the Board of Dirge is authorized to make, alter, amend or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the Board of Directors tin in office. The Bylaws of the Corporation may be amended, altered, or repealed by the stockholders of the Corporation only upon the affirmative vote of the holders of shares of Capital Stock representing a majority of the votes entitled to be cast thereon.

ARTICLE SIX

DIRECTORS

     Section 1 . Election of directors need lot be by written ballot.

     Section 2. So long as at least awe of the directors of the Corporation continues to serve as a director of the Corporation, any vacancy on the Corporation’s Board of Directors shall be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining doctor and shall not be filled by a vote of the stockholders of the Corporation unless there are no directors in office, in which case an election of directors shall be held in the manner provided by the Act.

     Section 3. The number of directors constituting the rd of Directors shall be fixed as specified in the Bylaws of the Corporation, but shall not be less than one nor more than seven.

     Section 4. At each annual meeting of stockholders, directors shall be elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified

or until their earlier death, resignation, removal, or retirement. Any director elected or appointed to fill a vacancy shall hold office for the remaining term to which such person is entitled. No decrease in the number of directors constituting the Board of Directors shall shorter the term of any incumbent director.

     Section 5. Any director or the entire board of Directors may be removed for or without cause upon the affirmative vote of the holders of shares Capital Stock representing a majority of the votes entitled to be cast at an election of directors; however, any such removal is subject to further restrictions, not inconsistent with this Article, as may be contained in the Bylaws.

ARTICLE SEVEN

SPECIAL MEETINGS OF STOCKHOLDERS

     Special meetings of the stockholders of the Corporation may be called by the Chairman of the Board, the President or the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, upon not less than 10 nor more than 60 days’ written notice.

ARTICLE EIGHT

PERIOD OF DURATION

     The Corporation shall have perpetual existence.

ARTICLE NINE

RESERVATION OF RIGHTS

     The Corporation reserves the right to anted, alter, change or repeal any provision contained in this Restated Certification of Incorporation or in its Bylaws In the manner now or hereafter prescribed by the Act or this Restated Certificate of Incorporation, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE TEN

TRANSACTIONS WITH INTERESTED PARTIES

     No contract or other transaction between the Corporation and any other corporation and no other acts of the Corporation with relation to any other corporation shall, in the absence of fraud, in any way be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the Corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director or officer of the Corporation individually, or any firm or association of which any director or officer may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that he individually or as a member of such firm or association is such a party or is so interned shall be disclosed or shall have been known to the board of directors at which action upon any such contract or transaction shall be taken; and any director of the Corporation who is also a director or officer of such other corporation at who is such a party or so interested may be counted in determining the existence of a quorum at any meeting of the board of directors which shall authorize any such contract or transaction and may vote thereat to authorize any such contract or transaction, with like force and affect as if he were not such a director or officer of such other Corporation or not so interested. Any director of the Corporation

may vote upon any contract or any other transaction between the Corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director or officer of such subsidiary or dated corporation.

     Any contract, transaction, act of the Corporation or of the directors, which shall be ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting of the stockholders of the Corporation, or at any special meeting called for such purpose, shall, insofar as permitted by law, be as valid and as binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify any such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or deprive the Corporation, its directors, officers or employees, of its or their right to proceed with such contract, transaction or act.

Subject to any express agreement which nary from time to time be in effect, any stockholder, director or officer of that Corporation may carry on and conduct in his own right and for his own personal account, or as a partner in any partnership, or as a joint venturer in any joint venture, or as a trustee of any trust, or as an officer, director or stockholder of any corporation, or as a participant in any syndicate, pool, trust or association, any business which competes with the business of the Corporation and shall be free in all such capacities to make investments in any kind of property in which the Corporation may make investments,

ARTICLE ELEVEN

CAPTIONS

     The captions used in this Restated Certificate of Incorporation are for convenience only and shall not be construed in interpreting the provisions hereof.

ARTICLE TWELVE

STOCKHOLDER MEETINGS AND COMPANY 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 THIRTEEN

ARRANGEMENT WITH CREDITORS

     Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any lass of them or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction in the State of Delaware may, on the application of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution pursuant to Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourth in value of the creditors or class of creditors, 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 the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shaft, if sanctioned by the court to which the said application has been made, be minding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE FOURTEEN

INDEMNIFICATION

     Section 1. No former, future, or current director of the Corporation shall be liable to the Corporation, or its stockholders, or any other director or third party, for monetary damages for breach of his or her fiduciary duty as a director; provided, that this Section shall not eliminate or limit the liability of a director (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 feral Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. It is the intent of the Corporation to exempt the persons referred to in this Section I from personal liability to the fullest extent permitted by law.

     Section 2. The Corporation shall indemnify proposed director or officer of the Corporation, or any person who may have served at its request as a director or officer (or in a similar capacity) of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against reasonable expenses (including attorneys’ fees), damages, fines, penalties, judgments, amounts paid in settlement, and other liabilities actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit, or

proceeding or appeals therefrom, whether civil, criminal, administrative, or investigative, to which he or she may be made a party or in which he or she may become involved by reason of his or her being or having been or having agreed to be such a director or officer (whether or not involving action in his or her official capacity as a director or officer) if he or she 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 expect his or her conduct was unlawful; provided, however, no indemnification shall be made under this Section 2 in respect of any claim, issue, or mat w as to which such person shall have been adjudged to be liable for gross negligence or reckless or willful, misconduct in the performance of his or her duty to the Corporation, unless and only to the extent that a court of appropriate jurisdiction shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity.

     Section 3. Indemnification as provided above (unless ordered by a court of appropriate jurisdiction) shall be made by the Corporation unless a determination is made in a specific case that it indemnification of the director or officer is not proper in the circumstances because he or she is guilty of gross negligence or recklessness or willful misconduct in the performance of his or her duties to the Corporation. Such determination shall be made (a) 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 (b) if such a quorum cannot be obtained, then by a majority vote of the full board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to such proceedings; or (c) by special legal counsel, selected by the Board of Directors or a committee thereof by vote as set forth in clauses

(a) or (b) of this Section 3 or, if the requisite quorum of the full board cannot be obtained therefor and such committee cannot be established, by a majority vote of the full board (in which selection directors who are parties may participate); or (d) by the stockholders; provided, however, that no such determination shall be made in the situation where a director, officer, employee, or agent of the Corporation has been successful an the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 2 of this Article Fourteen, or in defense of any claim, issue, or matter therein. In the event a determination is made under this Section 3 that the director or officer has not met the applicable standard of conduct as to some matters but no such determination has been made as to others, amounts to be indemnified may be reasonably prorated.

     Section 4. Expenses incurred in appearing at, participating in, or defending any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding within 30 days of receipt by the Corporation of (a) a written affirmation by the Director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the Corporation as authorized in this Article Fourteen and (b) a written undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article Fourteen, unless and until a determination is made in the matt specified by Section 3 of this Article Fourteen that the information then known to those making the determination (without undertaking further investigation for purposes thereof) establishes that indemnification would not be permissible under Section 2 of this Article Fourteen.

     Section 5. It is the intent of .the Corporation to indemnify the persons referred to in this Article Fourteen to the fullest extent permitted by law. The indemnification provided by this Article Fourteen shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise,. or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such director or officer, both as to action in his or her official capacity and as to action in another capacity while holding such office.

     Section 6. The exemption from personal liability and indemnification provided by this Article Fourteen shall be subject to all valid and applicable laws, and, in the event this Article Fourteen or any of the provisions hereof or the exemption from personal liability or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article Fourteen shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

     Section 7. The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Article fourteen shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such directs or officer, both as to action in his official capacity and as to a in another capacity while holding such office.

     Section 8. 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,

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 this Article Fourteen.

     Section 9. For purposes of this Article Fourteen, 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, of its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article Fourteen with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

     Section 10. For purposes of this Article Fourteen, references to “other enterprises” shall include employee benefit plans; 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, 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 inn t 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 Fourteen.

     Section 11. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article Fourteen shall, unless otherwise provided when authorized or ratified, 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.

     3. This Restated Certificate of incorporation was duly adopted by written consent of the stockholders in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and written notice of the adoption of this Related Certificate of Incorporation has been given as provided by Section 728 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

     IN WITNESS WHEREOF, said EduCare Community Living Corporation-.America (pursuant to this Restated of Incorporation renamed EduCare Community Living Corporation) has caused this Certificate to be signed by Richard D. Relyea, its President and attested by Dennis C. Henegar, its Secretary, this ____ day of ____. 1992.

By:	/s/ Richard D. Relyea
	Richard D. Relyea

ATTEST:

By:       /s/ Dennis C. Henegar   Dennis C. Henegar, Secretary

EX-3.53

Exhibit 3.53

BYLAWS OF

EDUCARE COMMUNITY LIVING CORPORATION-AMERICA

(A Delaware Corporation)

ARTICLE I

Offices

     SECTION 1.1. Registered Office. The registered office of EduCare Community Living Corporation-America (the “Corporation”) shall be as designated from time to time by the Board of Directors in the manner as provided by law.

     SECTION 1.2. Other Offices. The Corporation’s principal business address shall be such address as designated from time to time by the Board of Directors. 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. Place of Meeting. All meetings of stockholders for the election of directors shall be held at such 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 or in a duly executed waiver of notice thereof.

     SECTION 2.2 Annual Meeting. The annual meeting of stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.

     SECTION 2.3. Voting List. The officer who has 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 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, 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. The original share ledger or transfer book, or a duplicate or computerized listing 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.

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     SECTION 2.4. Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), may be called by the Chairman of the Board or the President and shall be called by the President or Secretary at the request in writing from the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. Such request shall state the purposes of the proposed meeting. The Chairman of the Board or the President shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

     SECTION 2.5. Notice of Meeting. Written notice of the annual, and each special meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each stockholder -entitled to vote thereat, not less than 10 nor more than 60 days before the meeting.

     SECTION 2.6. Advance Notice of Nominations for Directors. At any special or annual meeting in which there is to be an election of directors, the stockholders shall be entitled to advance notice of the nominations for directors. Advance notice shall be deemed to have been given if such nominations are contained in the written notice of the meeting required to be sent to the stockholders pursuant to Section 2.5. of these Bylaws. Any other stockholder nominations for the election of directors shall be required to be made by delivering such written nomination to the stockholders seven (7) days in advance of the special or annual meeting.

     SECTION 2.7. Quorum. The holders of shares representing a majority of the votes of the outstanding and issued shares entitled to vote thereat, or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business except when stockholders are required to vote by class, in which event a majority of the holders of the issued and outstanding shares of the appropriate class shall be present in person or by proxy; and except as otherwise provided by statute or by the Certificate of Incorporation. Notwithstanding any other provisions of the Certificate of Incorporation or these Bylaws, the holders of shares of capital stock representing a majority of votes entitled to vote thereat, present in person or represented by proxy, whether or not a quorum is present, 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. If the adjournment is for more than 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. 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 2.8. Voting. The holder of each outstanding share of common stock shall be entitled to vote one vote per share and the holder of each outstanding share of Preferred Stock shall be entitled to ten votes per share on each matter submitted to a vote at a meeting of the stockholders. When a quorum is present at any meeting of the stockholders, the vote of the holders of shares of Capital Stock representing a majority 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, of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such

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stockholder, bearing a date not more than one year prior to voting and filed with the Secretary of the Corporation before, or at the time of, the meeting. If such instrument shall designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and .may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares. Unless required by statute or determined by the Chairman of the meeting to be advisable, the vote on any question need not be by written ballot.

     SECTION 2.9. Voting of Stock of Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or in the absence of such provision, the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. 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, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

     SECTION 2.10. Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares.

     SECTION 2.11. Action Without Meetings. Any action permitted or required to be taken at a meeting of the stockholders of the Corporation 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 holder or holders of the outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted, and such written consent shall have the same force and effect as the requisite vote of the stockholders thereon. Any such executed written consent, or an executed counterpart thereof, shall be placed in the minute book of the Corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required under Section 2.11 hereof, a consent or consents signed by the holders of shares representing the minimum number of votes of the capital stock issued and outstanding and entitled to vote on and approve the action that is the subject of the consent are delivered to the Corporation. Prompt notice of the taking of any action by stockholders without a meeting by less than unanimous written consent shall be given to those stockholders who did not consent in writing to the action.

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     SECTION 2.12. Fixing 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 or 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 days nor less than ten days before the date of such meeting, no more than sixty days prior to any other action.

ARTICLE III

Board of Directors

     SECTION 3.1. Powers. The business and 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 Bylaws directed or required to be exercised or done by the stockholders.

     SECTION 3.2. Number Election and Term. Subject to the provisions of the Corporation’s Certificate of Incorporation, the number of directors that shall constitute the whole Board shall from time to time be fixed and determined by a majority of the full Board and shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors. The directors shall be elected and hold office as provided in the Corporation’s Certificate of Incorporation and these Bylaws. The election of directors at any meeting of the stockholders shall be by a plurality of the votes cast in person or by proxy when a quorum is present. The Board of Directors shall consist of not less than one (1) member nor more than seven (7) members. Subject to the foregoing, the number of directors shall be fixed and may be increased or decreased from time to time by resolution of the Board of Directors; provided, however, no decrease shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of stockholders in accordance with the provisions set forth in the Certificate of Incorporation, except as provided in Section 3.3, and each director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of Delaware or stockholders of the Corporation.

     SECTION 3.3. Vacancies. Additional Directors and Removal From Office. Vacancies and newly created directorships resulting from any increase in the authorized number of directors, shall, subject to any legal commitment of the Corporation with respect to such vacancy, 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. Vacancies shall not be filled by the stockholders except at an Annual Meeting of stockholders or unless there are no directors in office, in which case an election of directors shall be held in the manner provided by statute.

     SECTION 3.4. Nominations. Directors may be elected only from those candidates properly nominated for election pursuant to this Section 3.4. Nominations for a position on the Board of Directors may be made by a majority of the directors then in office. If the Board of

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Directors in unable to obtain sufficient votes to nominate a person for a position on the Board of Directors, the director then serving such position shall be the nominee for such position. Nominations for a position on the Board of Directors may also be made by stockholders in the manner provided by statute.

     SECTION 3.5. Regular Meeting. A regular meeting of the Board of Directors shall be held each year, without other notice than this bylaw, at the place of, and immediately following, the annual meeting of stockholders; and other regular meetings of the Board of Directors shall be held during each year, at such time and place as the Board of Directors may from time to time provide by resolution, either within or without the State of Delaware, without other notice than such resolution.

     SECTION 3.6. Special Meeting. Unless otherwise provided herein, a special meeting of the Board of Directors may be called by the Chairman of the Board or by the President and shall be called by the Secretary on the written request of any two directors. The Chairman of the Board or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

     SECTION 3.7. Notice of Special Meeting. Written notice of special meetings of the Board of Directors shall be given to each director at least 48 hours prior to the time of such meeting. 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 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 special .meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the Bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

     SECTION 3.8. 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, 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, by the Certificate of Incorporation or by these Bylaws. 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. Action Without Meeting. Unless otherwise restricted by the Certificate 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 as provided in Article IV of these Bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

     SECTION 3.10. Meeting by Telephone. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken by means of a meeting by

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conference telephone or similar communications equipment so long as all persons. participating in the meeting can hear each other. Any person participating in such meeting shall be deemed to be present in person at such meeting.

     SECTION 3.11. Compensation. 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’ directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

     SECTION 3.12. Assent to Action. 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 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 3.13. Removal of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, only upon (a) the affirmative vote of the holders of shares of Capital Stock representing a majority of the votes entitled to be cast at an election of directors or (b) the affirmative vote of a majority of members of the entire Board of Directors:

ARTICLE IV

Committees-of Directors

     SECTION 4.1. 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. 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 to (i) take any action that, pursuant to statute, the Certificate of Incorporation, or these Bylaws; may not be taken by such committee or requires the vote of more than a majority of the whole board unless such power or authority was specifically delegated by resolution passed by a vote of the board sufficient to have authorized such delegated action or (ii) unless the resolution and the Certificate of Incorporation expressly so provide, declare a dividend or to 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.

     SECTION 4.2. Notice of Meeting. Notwithstanding the provisions of Section 5.1 of these Bylaws, notice of meetings of committees shall be given to each member at least twenty-four (24) hours prior to the time of such meeting to the office of each member shown on the records

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of the Corporation. Any member may waive notice of any meeting. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the 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 meeting of a committee need be specified in the notice or waiver of notice of such meeting.

     SECTION 4.3. Quorum. A minimum of two members (unless the full committee consists of one member) or 50% (if more) of the members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of the members, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation, by these Bylaws or by resolution of the Board of Directors. If a quorum shall not be present at any meeting of a committee, the members 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 4.4. Minutes. Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

ARTICLE V

Notices

     SECTION 5.1. Methods of Giving Notice. Whenever under the provisions of the General Corporation Law of Delaware or of the Certificate of Incorporation or of these Bylaws, 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 and delivered personally, through the United States Mail, by a recognized delivery service (such as Federal Express) or by means of telegram, telex or facsimile transmission, addressed to such director or stockholder, at his address or telex or facsimile transmission number, as the case may be, as it appears on the records of the Corporation, with postage and fees thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be deposited in the United States Mail or with an express delivery service or when transmitted by telex or facsimile transmission or personally delivered, as the case may be.

     SECTION 5.2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, the Certificate of Incorporation or of these Bylaws, 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 VI

Officers

     SECTION 6.1. Officers. The officers of the Corporation shall be a Chairman of the Board, President, one or more Vice Presidents, any one or more of which may be designated Executive Vice President or Senior Vice President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers and agents, including but not limited to Assistant Vice

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Presidents, Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined by the Board. Any two or more offices, other than the offices of President and Secretary, may be held by the same person. No officer shall execute, acknowledge, verify or countersign any instrument on behalf of the Corporation in more than one capacity, if such instrument is required by law, by these Bylaws or by any act of the Corporation to be executed, acknowledged, verified or countersigned by two or more officers. The Chairman of the Board shall be elected from among the directors. With the foregoing exception, none of the other officers need be a director, and none of the officers need be a stockholder of the Corporation.

     SECTION 6.2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first regular meeting held after the annual meeting of stockholders or as soon thereafter as conveniently possible. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until he shall cease to be a director in the case of the Chairman of the Board. Election or appointment as an officer or agent of the Corporation shall not of itself create or cause any contract rights to become vested in the person so elected or appointed.

     SECTION 6.3. Removal and Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to 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 6.4. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

     SECTION 6.5. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or pursuant to the direction of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of his also being a director.

     SECTION 6.6. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders of the Corporation. In the Chairman’s absence, such duties shall be attended to by the President. The Chairman of the Board shall hold the position of chief executive officer of the Corporation and shall perform such duties as usually pertain to the position of chief executive officer and such duties as may be prescribed by the Board of Directors. The Chairman of the Board shall formulate and submit to the Board of Directors matters of general policy for the Corporation and shall perform such other duties as usually appertain to the officer or as may be prescribed by the Board of Directors. He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors. He may sign with the Secretary or any other officer of the Corporation thereunto authorized by the Board of Directors certificates for shares

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of the Corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated or reserved by these Bylaws or by the Board of Directors to some other officer or agent of the Corporation, or shall be required by law to be otherwise executed. He shall vote, or give a proxy to any other officer of the Corporation to vote, all shares of stock of any other Corporation standing in the name of the Corporation.

     SECTION 6.7. President. The President shall be the chief operating officer of the Corporation and, subject- to the control of the Board of Directors and the Chairman of the Board, shall in general supervise and control the business and affairs of the Corporation. He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors of the Chairman of the Board. The President shall keep the Board of Directors and the Chairman of the Board fully informed as they or any other officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of capital stock of the Corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by these Bylaws or by the Board of Directors to some other officer or agent of the Corporation, or ‘ shall be required by law to be otherwise executed. In general he shall perform all other duties normally incident to the office of President, except any duties expressly delegated to other persons by these Bylaws or the Board of Directors, and such other duties as may be prescribed by the Chairman of the Board or the Board of Directors from time to time.

     SECTION 6.8. Vice Presidents. In the absence of the President, or in the event of his inability or refusal to act, the Executive Vice President (or in the event there shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties and exercise the powers of the President. Any Vice President may sign, with the Secretary or any Assistant Secretary, certificates for shares of capital stock of the Corporation. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the Chairman of the Board, the President or the Board of Directors.

     SECTION 6.9. Secretary. The Secretary shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws and 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 or a facsimile thereof is affixed to all certificates for shares prior to the issuance thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provision of these Bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished by such stockholder; (e) sign with the Chairman of the Board, President, Executive Vice President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general, perform all duties normally incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the Chairman of the Board, President or the Board of Directors.

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     SECTION 6.10. 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 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 monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Section 7.3 of these Bylaws; (b) prepare, or cause to be prepared, for submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times as may be required by the Board of Directors, the Chairman of the Board or the President, a statement of financial condition of the Corporation in such detail as may be required; and (c) in general, perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board, President, or the Board of Directors.

     SECTION 6.11. Assistant Secretary or Treasurer. The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chairman of the Board, President, or the Board of Directors. The Assistant Secretary may sign, with the Chairman of the Board, the President or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors or the Executive Committee, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE VII

     SECTION 7.1. Contracts. Subject to the provisions of Section 6.2, the Board of Directors may authorize any officer, officers, agent or agents, to enter into any contract or execute and deliver an instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

     SECTION 7.2 Checks. etc. All checks, demands, 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 or such agent or agents of the Corporation, and ;in such manner, as shall be determined by the Board of Directors.

     SECTION 7.3. Deposits. All funds from 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 depositories as the Chairman of the Board, President or Treasurer may be empowered by the Board of Directors to select or as the Board of Directors may select.

ARTICLE VIII

Certificate of Stock

     SECTION 8.1. Issuance. Each stockholder of this Corporation shall be entitled to a certificate or certificates showing the number of shares of stock registered in his name on the books of the Corporation. The certificates shall be in such form as may be determined by the

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Board of Directors, shall be issued in numerical order and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary. Any of or all the signatures on the certificate may be facsimile. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designation, 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 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 of stock; provided that, except as otherwise provided by statute, 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 of series of stock, a statement that the Corporation will furnish to each stockholder who so requests the 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 rights. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, stolen, destroyed or mutilated certificate a new one may be issued therefore upon such terms and with such indemnity, if any, to the Corporation as the Board of Directors may prescribe. Certificates may be issued representing fractional shares of stock.

     SECTION 8.2. Lost Certificates. The Board of Directors may direct that a new certificate or certificates 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, 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 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 or certificate alleged to have been lost, stolen or destroyed, or both.

     SECTION 8.3. Transfers. Upon surrender to the Corporation or the transfer agents 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. Transfers of shares 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 and filed with the Secretary of the Corporation or the transfer agents.

     SECTION 8.4. Registered Stockholders. 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, 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 the Corporation 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.

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     SECTION 8.5. Reserve. 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 Board of 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 Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE IX

Miscellaneous

     SECTION 9.1. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, and the words “Corporate Seal of Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

     SECTION 9.2. Books. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at its principal business address set forth in Section 1.2, or at such other place or places as may be designated from time to time by the Board of Directors.

     SECTION 9.3. Checks. All checks 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 9.4. Fiscal Year. The fiscal year of the Corporation shall be fixed by the resolution of the Board of Directors.

     SECTION 9.5. Certificate of Incorporation. These Bylaws shall be subject in all respects to the Corporation’s Certificate of Incorporation and any Certificates of Designation properly filed with respect to any class of the Corporation’s stock.

ARTICLE X

Amendment

     SECTION 10.1. Amendment of Bylaws. The Bylaws may be altered, amended or replaced subject to any restrictions contained in the Certificate of Incorporation at any meeting of the Board of Directors or stockholders at which a quorum is present provided that notice of such alteration, amendment or repeal be contained in the notice of such meeting.

     SECTION 10.2. Vote Required. A majority of the Board of Directors then in office or the affirmative vote of the holders of shares of Capital Stock representing a majority of the votes entitled to be cast theron shall be required to amend these Bylaws.

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EX-3.54

Exhibit 3.54

ARTICLES OF INCORPORATION OF

TEXAS COMMUNITY LIVING VENTURES

We, the undersigned natural persons of the age of eighteen years or more, at least two of whom are citizens of the State of Texas, acting as the incorporators of a corporation under the Texas Business Corporation Act, hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE I.

NAME

The name of the corporation is Texas Community Living Ventures, Inc.

ARTICLE II.

PERIOD OF DURATION

The period of it’s duration is perpetual.

ARTICLE III.

PURPOSE

The purpose for which the corporation is organized is the transaction of any and all lawful business.

ARTICLE IV.

SHARES

The aggregate number of shares which the corporation has authority to issue is one million shares of the par value of one cent (1c) each. The shares are designated as Common Stock and have identical rights and privileges in every respect.

ARTICLE V.

COMMENCEMENT

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.

ARTICLE VI.

REGISTERED OFFICE AND AGENT

The street address of it’s initial registered office and the name of it’s initial registered agent at such address is Jon D. Hannum, 6200 Mopac Expwy., Suite 106, Austin, Texas 78759.

ARTICLE VII.

INITIAL DIRECTORS

The number of directors constituting the initial board of directors of the corporation is two, and the names and addresses of the persons who are to serve as the initial directors are:

Name	Address
Jon D. Hannum	8140 Greenslope
	Austin, Texas 78759
A. Keith Barton	4205 Bull Creek Road 78731

ARTICLE VIII.

The name and street address of each incorporator is:

Name	Address
Jon D. Hannum	8140 Greenslope
	Austin, Texas 78759
A. Keith Barton	4205 Bull Creek Road 78731

The incorporators are eighteen years of age or more and are citizens of Texas.

ARTICLE IX.

PRE-EMPTIVE RIGHTS

No shareholder or other person shall have any pre-emptive right whatsoever.

ARTICLE X.

BYLAWS

The initial by-laws shall be adopted by the Board of Directors. The power to alter, amend. or repeal the by-laws or adopt new bylaws is vested in the Board of Directors.

ARTICLE XI.

NUMBER OF VOTES

Each share has one vote on each matter on which the share is entitled to vote.

ARTICLE XII.

A majority vote is sufficient for any action which requires the vote of concurrence of shareholders.

ARTICLE XIII.

NONCUMULATIVE VOTING

Directors shall be elected by majority vote. Cumulative voting will not be permitted.

ARTICLE XIV.

     (A) Persons. The corporation shall indemnify, to the extent provided in paragraphs (B), (D), or (F):

          (1) any person who is or was director, officer, agent or employee of the corporation, and

          (2) any person who serves or served at the corporation’s request as a director, officer, agent, employee, partner or trustee of another corporation or of a partnership, joint venture, trust or other enterprise.

     (B) Extent-Derivation Suits. In case of a suit by or in the right of the corporation against a person named in paragraph (A) by reason of his holding a position named in paragraph (A), the

corporation shall Indemnify him if he satisfies the standard in paragraph (C), for expenses (including attorney’s fees but excluding amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of the suit.

     (C) Standard-Derivation Suits. In case of a suit or in the right of the corporation, a person named in paragraph (A) shall be indemnified only if:

          (1) he is successful on the merits or otherwise, or

          (2) he acted in good faith in the transaction which is the subject of the suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. However, he shall not be indemnified in respect of any claim, issue or matter as to which he has been adjudged 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 the suit was brought shall determine, upon application, that despite the adjudication but in view of all the circumstances, he is fairly and reasonably entitled to indemnify for such expenses as the court shall deem proper.

     (D) Extent-Nonderivative Suits. In case of a suit, action or proceeding, (whether civil, criminal, administrative, or investigative), other than a suit by or in the right of the corporation, together referred to as a nonderivative suit, against a person named in paragraph (A) by reason of his holding a position named in paragraph (A), the corporation shall indemnify him if he satisfies the standard (E), for amount actually and reasonably incurred by him in connection with the defense of settlement of the nonderivative suit as

          (1) expenses (including attorney’s fees),

          (2) amounts paid in settlement

          (3) judgments, and

          (4) fines.

     (E) Standard-Nonderivative Suits. In case of a nonderivative suit, a person named in paragraph (A) shall be indemnified only if:

          (1) he is successful on the merits or otherwise, or

          (2) he acted in good faith in the transaction which is the subject of the nonderivative suit, 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, he has not reason to believe his conduct was unlawful. The termination of a nonderivative suit 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 failed to satisfy the standard of this paragraph (E) (2).

     (F) Determination That Standard Has Been Met. A determination that the standard of paragraph (C) or (E) has been satisfied may be made by a court. Or, except as stated in paragraph (C) (2) (2d sentence), the determination may be made by:

          (1) a majority of the directors of the corporation (whether or not a quorum) who were not parties to the action, suit, or proceeding, or

          (2) independent legal counsel (appointed by a majority of the director of the corporation, whether or not a quorum, or elected by the shareholder of the corporation) in a written opinion, or

          (3) the shareholders of the corporation.

     (G) Proration. Anyone making a determination under paragraph (F) may determine that a person has met the standard as to some matters but not as to others, and may reasonably prorate amounts to be indemnified.

     (H) Advance Payment. The corporation may pay in advance any expenses (including attorney’s fees) which may become subject to indemnification under paragraphs (A)-(G) if:

          (1) the board of directors authorizes the specific payment and

          (2) the person receiving the payment undertakes in writing to repay unless it is ultimately determined that he is entitled to indemnification by the corporation under paragraphs (A)-(G).

     (I) Nonexclusive. The indemnification provided by paragraphs (A)-(G) shall not be exclusive of any other rights to which a person may be entitled by law, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

     (J) Continuation. The indemnification and advance payment provided by paragraphs (A)-(H) shall continue as to a person who has ceased to hold a position named in paragraph (A) and shall inure to his heirs, executors, and administrators.

     (K) Insurance. The corporation may purchase and maintain insurance on behalf of any person who holds or who has held any position named in paragraph (A), against any liability incurred by him in any such position, or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under paragraphs (A)-(H).

     (L) Reports. Indemnification payments, advance payments, and insurance purchases and payments made under paragraphs (A)(K) shall be reported in writing to the shareholders of the corporation with the next notice of annual meeting, or within six months, whichever is sooner. In witness whereof, I have here unto set my hand this the 19^th day of May, 1986.

               /s/ Jon D. Hannum  

Jon D. Hannum 

               /s/ A. Keith Barton  

A. Keith Barton 

STATE OF TEXAS       §

COUNTY OF TRAVIS §

     Before me, the undersigned, a Notary Public is and for said County and, State, on this day personally appeared Jon D. Hannum, and A. Keith Barton known to me to be the persons whose names are subscribed to the foregoing instrument and acknowledged to me under oath that the same was the act of the said Texas Community Living Ventures, a corporation, and that they have executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated.

     Given under my hand and seal of office, this 19th day of May, 1986.

     /s/ Shirley F. Johnson  

Notary Public, County of 

Austin, Texas 

MY COMMISSION EXPIRES: 3/20/88.

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

     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 I.

NAME

     The name of the corporation is Texas Community Living Ventures, Inc.

ARTICLE II.

PERIOD OF DURATION

     The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on March 1st, 1989. The amendment alters or changes Article One of the original or amended Articles of Incorporation and Article One is amended to read as follows:

“The name of the corporation is EduCare Community Living Corporation — Gulf Coast.”

ARTICLE III.

PURPOSE

     The number of shares of the corporation outstanding at the time of such adoption was 1,000,000; and the number of shares entitled to vote thereon was 1,000,000

ARTICLE IV. SHARES

     The holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing adopting said amendment.

ARTICLE V.

COMMENCEMENT

     The manner in which any exchange, reclassification or cancellation of issued shares provided for in the amendment shall be effected, is as follow: stock certificates bearing the previous corporate name shall be exchanged for stock certificates for an equal number of shares bearing the name as amended hereby.

EduCare Community Living Corporation — Gulf Coast (previously named Texas Community Living Ventures, Inc.)
By:	/s/ A. Keith Barton
	A. Keith ‘Barton, President

By:	/s/ Moonyeen Weiss
	Moonyeen Weiss, Secretary

STATE OF TEXAS

COUNTY OF HARRIS

     BEFORE ME, a notary public, on this day personally appeared A. Keith Barton, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.

     GIVEN under my hand and seal of office this 2^nd day of March, A.D., 1989.

     /s/ Elaine A. Baumgartner

Notary Public — STATE OF TEXAS

My Commission Expires: 10/10/92

  Elaine A. Baumgartner Printed Name of Notary

EX-3.55

Exhibit 3.55

SECOND AMENDED

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-GULF COAST

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas Avenue, Houston, Texas 77002, and the name of the registered agent of the corporation is C T Corporation System.*

^* Amended November 1, 1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

^* Amended January 30,1995

Notice of Meeting

2.03 Notice of the meeting, 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

given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

^* Amended August, 1996

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meeting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from

time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The

signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue shall be open to inspection of the shareholders from time to time and to the extent expressly provided by statute, and 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the

shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this 16th day of August, 1996.

   /s/ Dennis Latimer

Dennis Latimer, Director

   /s/ Dennis Henegar

Dennis Henegar, Director

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-GULF COAST

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas Avenue, Houston, Texas 77002, and the name of the registered agent of the corporation is C T Corporation System

^* Amended November 1, 1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

^* Amended January 30,1995

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten

(10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

^.2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to

transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be three (3). The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from

time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice. of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by^, law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement ‘of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the

Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this 30th day of January, 1995.

   /s/ Richard D. Relyea

Richard D. Relyea, Director

   /s/ Dennis Latimer

Dennis Latimer, Director

   /s/ Dennis Henegar

Dennis Henegar, Director

EX-3.56

Exhibit 3.56

State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division

Amendment of Articles of Incorporation
(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1.	The present name of the Corporation is Premier Healthcare, Inc.                                                                                                                                                                 &nbs p;
	The name under which it was originally organized was Premier Healthcare, Inc.
2.	An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on December 19, 1997
3.	Article Number 1 is amended to read as follows:

The name of the Corporation is EduCare Community Living Corporation — Missouri. The amendment shall be effective on December 31, 1997 at midnight.

4.	Of the                                                                                                                                              shares outstanding,                                                                                 of such shares were entitled to vote on such amendment.
	The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class Number of Outstanding Shares

5. The number of shares voted for and against the amendment was as follows:

Class No. Voted For No. Voted Against

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

	If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
7.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

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IN WITNESS WHEREOF, the undersigned, Kevin H. King, Vice President has executed this instrument and Secretary Anne M. Sturtz has affixed its corporate seal hereto and attested said seal on the                      day of                                         , 19                    .

Place

CORPORATE SEAL

Here

(if no seal, state “None.”)

Premier Healthcare Inc.

Name of Corporation

ATTEST:

	By:
Secretary or Assistant Secretary	President or Vice President

State of Ohio                      }

County of Franklin             } ss.

     I, Kathryn H. Bell, a Notary Public, do hereby certify that on this 29^th day of December, 1997, personally appeared before me Kevin H. King who, being by me first duly sworn, declared that he is the Vice President of Premier Healthcare, Inc. that he signed the foregoing documents as Vice President of the corporation, and that, the statements therein contained are true.

(Notarial Seal)

My commission expires

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State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division

Articles of Merger
(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certify the following

(1)	That	Premier Healthcare, Inc.	of Missouri
		(Name of Corporation)	(Parent State)
(2)	That	EduCare Community Living Corporation – Missouri	of Missouri
		(Name of Corporation)	(Parent State)

(3)	That			of
		(Name of Corporation)			(Parent State)
		*effective December 31, 1997 at midnight
		are hereby merged and that the above named	Premier Healthcare, Inc.
			(Name of Corporation)		(Parent State)
		is the surviving corporation.

(4) That the Board of Directors of Premier Healthcare, Inc. met on and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles

(5)	That the Board of Directors of	EduCare Community Living Corporation – Missouri
		(Name of Corporation)	(Parent State)
	met on December, 1997 and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles
(6)	That the Board of Directors of
		(Name of Corporation)	(Parent State)
	met on                                                              and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles

(7) The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of                      Premier Healthcare, Inc . held on Dec.                    , 1997 at By consent and at such meeting there were 100

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	shares entitled to vote and 100 voted in favor and -0- voted against said plan.
(8)	The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of                      at By consent and at such meeting there were 100 shares entitled to vote and 1,000 voted in favor and voted against said plan.
(9)	The Plan of Merger thereafter was submitted to a vote at the special meeting of the shareholders of                      held on                                          at                                          and at such meeting there were                     shares entitled to vote and voted in favor and                                          voted against said plan.
(10)	PLAN (unreadable text here...)

1.	Premier Healthcare, Inc.
2.	All of the property, rights, privileges, leases and patents of the EduCare Community Living Corporation Missouri                                                             Corporation and                                                             Corporation are to be transferred to and become the property of Premier Healthcare. Inc. the survivor. The officers and board of directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership.
3.	The officers and board of directors of Premier Healthcare, Inc. shall continue in office until their successors are duly elected and qualified under the provisions of the by laws of the surviving corporation..
4.	The outstanding shares of EduCare Community Living Corporation – Missouri shall be exchanged for shares of Premier Healthcare, Inc.                      on the following basis:

Ten for One

5.	The outstanding shares of                      shall be exchanged for shares of                                                             on the following basis:
6.	The articles of incorporation of the survivor are amended as follows:
	Article the name of the Corporation is to be changed to EduCare Community Living Corporation - Missouri, effective midnight on December 31, 1997.

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IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

CORPORATE SEAL		Premier Healthcare, Inc.
		(Name of Corporation)
		By:
ATTEST:
By	/s/ Anne M. Sturtz
CORPORATE SEAL		Educare Community Living Corporation — Missouri*
		(Name of Corporation)
		By:
ATTEST:
By	/s/ Anne M. Sturtz

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State of Ohio	)
County of Franklin	)

     I, Kathryn H. Bell, a Notary Public, do hereby certify that on the 29^th day of December, 1997 personally appeared before me Kevin H. King who being by me first duly sworn, declared that he is the Vice President of Premier Healthrare, Inc. that he signed the foregoing documents as Vice President of the corporation, and that the statements therein contained are true.

(Notarial Seal)	/s/ Kathryn H. Bell
	My commission expires

State of ______________________)

County of ____________________)

     I, Kathryn H. Bell, a Notary Public,

     do hereby certify that on the 29^th day of December, 1997 personally appeared before me Kevin H. King who being by me first duly sworn, declared that he is the Vice President of EduCare Community Living Corporation — Missouri that he signed the foregoing documents as Vice President of the corporation, and that the statements therein contained are true.

(Notarial Seal)	/s/ Kathryn H. Bell
	My commission expires

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State of _________________________)

County of _______________________)

     I,                                                             a Notary Public, do hereby certify that on the                       day of                                          personally appeared before me                                                              who being by me first duly sworn, declared that he is the of                                                                                   that he signed the foregoing documents as                                          of the corporation, and that the statements therein contained are true.

(Notarial Seal)
	My commission expires

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ARTICLES OF INCORPORATION

EDUCARE COMMUNITY LIVING CORPORATION-MISSOURI

The undersigned natural person of the age of eighteen years or more for there purpose of forming a corporation under the General and Business Corporation Law of Missouri a opts the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is EDUCARE COMMUNITY LIVING CORPORATION MISSOURI.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is to provide services to persons with disabilities and all other legal acts permitted general and business corporations.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 1,000 of common stock at a par value of $100

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 performed or property actually received..

ARTICLE SIX

The street address of its initial registered office is 1125 Illinois, Joplin, Missouri 64801, and the name of its registered agent at such address is Jo Rainwater

ARTICLE SEVEN

The number of Directors constituting the initial Board of Directors is three (3), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders, or until their successors are elected and qualified are:

Dennis R Latimer	6034 W Courtyard Dr, Suite 150, Austin, Texas 78730
Dennis C. Henegar	6034 W Courtyard Dr., Suite 150, Austin, Texas ‘78’730

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Kevin H. King 5555 Parkcenter Circle, Suite 200, Dublin, OH 43017-3586

ARTICLE EIGHT

The name and place of residence of the incorporator is:

M. Gayle Rolland 12000 W Cow Path, Austin, Texas 7872 7

IN WITNESS WHEREOF, these Articles of Incorporation have been signed this ( 2 day of                                         , 1997.

/s/ M. Gayle Rolland

M.. Gayle Rolland

State of Texas

County of Travis

     I, Ann Thompson, a Notary Public, do hereby certify that on this ___ day of                     , 1997, personally appeared before me who being by me fast duly sworn, (severally) declared that she is the person who signed the foregoing document as incorporator and that the statements therein contained are true.

Notary Public

My commission expires

My County of commission is Travis

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ARTICLES OF INCORPORATION

PREMIER HEALTHCARE, INC.

The undersigned, Richard D. Chaney, acting as incorporator of a corporation under the Missouri Business Act, hereby adopts the following Articles of Incorporation for such corporation..

ARTICLE ONE

The name of the corporation is PREMIER HEALTHCARE, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is to perform management responsibilities for Long Term Care and Retirement facilities and further, to engage in any lawful business..

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 30,000 shares without par value.

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 performed or property actually received..

ARTICLE SIX

The street address of its initial registered office is Route 7, Box 150, Joplin, Missouri 64801, and the name of its registered agent at such address is Richard D. Chaney.

ARTICLE SEVEN

The number of Directors constituting the initial Board of Directors is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders, or until their successors are elected and qualified are: Richard D. Chaney, Route 7, Box 150, Joplin, Missouri 64801; Darlene B. Chaney, Route 7, Box 150, Joplin, Missouri 64801; Michael R.. Chaney, 1221 Mississippi St,, Joplin, Missouri 64801; and Cindy T Chaney, 1221 Mississippi St., Joplin, Missouri 64801,

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ARTICLE EIGHT

The name and address of the incorporator is: Richard D, Chaney, Route 7, Box 150, Joplin, Missouri 64801.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this                      day of                                                             , 1991

/s/ Richard D. Chaney

Richard D. Chaney

State of                                                                                 

County of                                                             

     I,                                                                                 , a Notary Public, do hereby certify that on this                      day of                                         , 19___, personally appeared before me, who being by me                                                                                  (and                                                                                  who being first duly sworn, (severally) declared that he is (they are) the person(s) who signed the foregoing document as incorporator(s), and that the statements therein contained are true.

NOTARIAL SEAL	/s/ Debra J. Kolb
	DEBRA J. KOLB
	My commission expires

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EX-3.57

Exhibit 3.57

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-MISSOURI

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 300-B E. High Street, Jefferson City, Missouri 65101, and the name of the registered agent of the corporation is HIQ Corporate Services, Inc.

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is

adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of

the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5). The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meetings of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed

or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in . its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Missouri, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue shall be open to inspection of the shareholders from time to time and to the expressly provided by statute, and not otherwise. The Directors may examine such books and records at all reasonable times.

Closing Stock Transfer Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this 15^th day of August, 1997.

/s/ Dennis Latimer, Director

     Dennis Latimer, Director

/s/ Dennis Henegar, Director      Dennis Henegar, Director

/s/ Kevin H. King, Director

     Kevin H. King, Director

EX-3.58

Exhibit 3.58

Articles of Incorporation

STATE OF NEVADA
Secretary of State

IMPORTANT: Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)

1. NAME OF CORPORATION: EduCare Community Living Corporation — Nevada

2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada where process may be served)

Name of Resident Agent: Elizabeth M. Hall-Young
Street Address: 1413 Santa-Margarita #A, Las Vegas, NV 89102

3. SHARES: (number of shares the corporation is authorized to issue)

Number of shares with par value:                        Par value:                         Number of shares without par value: 10, 000

4. GOVERNING BOARD: shall be styled as (check one): X Directors Trustees

     The FIRST BOARD OF DIRECTORS shall consist of 3 members and. the names and addresses are as follows:

Richard D. Relyea	4304 Long Champs Dr, Austin, TX 78746
Dennis Latimer	8811 Tweed Berwick Dr., Austin, TX. 78750
Dennis C. Henegar	11801 Three Oaks Trail, Austin, TX 78759

5. PURPOSE (optional- see reverse side): The purpose of the corporation shall be:

6. NRS 78.037: States that the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director or officer of the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer except acts or omissions which include misconduct or fraud. Do you want this provision to be part of your articles? Please check one of the following: YES  [X] NO [  ].

7. OTHER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You may attach additional information noted on separate pages. But, if any of the additional information is contradictory to this form it cannot be filed and will be returned to you for correction. Number of pages attached  0 

8. SIGNATURES OF INCORPORATORS: The names and addresses of each of the incorporators signing the articles: (signatures must be notarized)

Gayle Rolland
6034 W. Courtyard Dr., Austin, TX 78730
/s/ M. Gayle Rolland

Subscribed and sworn to before me this 28th day of April, 1994.

    /s/ Mary Elizabeth Wilson
Notary Public

9. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

     I, Elizabeth M. Hall-Young hereby accept appointment as Resident Agent for the above named corporation.

/s/ Elizabeth M. Hall-Young                                4/28/94

EX-3.59

Exhibit 3.59

SECOND AMENDED

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-NEVADA

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at One E. First Street, Reno, Nevada 89501, and the name of the registered agent of the corporation is Corporation Trust Company of Nevada.*
*Amended August 2,1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

*Amended January 30,1995

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal

to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of

Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of Nevada. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.
*Amended August, 1996

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the

Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment -Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding o n the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this                    day of                                        , 199_

           /s/  Dennis Latimer Dennis Latimer, Director

          /s/  Dennis Henegar Dennis Henegar, Director

EX-3.60

Exhibit 3.60

ARTICLES OF INCORPORATION

OF

EDUCARN COMMUNITY LIVING CORPORATION — NEW MEXICO

     The undersigned, acting as incorporator of a corporation under the New Mexico Business Corporation Act, adopts the following Articles of Incorporation for the corporation:

ARTICLE I

     The name of the corporation is EduCare Community Living Corporation — New Mexico.

ARTICLE II

Purpose

     The purposes for which the corporation is organized are: to provide well-managed, high-quality services for persons with special needs; to do all and everything necessary, suitable or proper for the accomplishment of any of the purposes, the attainment of any of the objects, or the exercise of any of the powers herein set forth, either alone or in conjunction with other corporations, firms, or individuals; to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the above-mentioned objects, purposes, or powers; and to transact any lawful business for which corporations may be incorporated under the New Mexico Business Corporation Act.

ARTICLE III

Stock

     The aggregate number of authorized shares which the                    corporation shall have authority to issue is one hundred thousand (100,000) shares of no par common stock, each for the minimum consideration as authorized by the board of directors, but such amount shall not be less than One Dollar ($1.00) per share.

ARTICLE IV

Registered Office and Agent

     Its initial registered office address is 325 Paseo de Peralta, Santa Fe, New Mexico 87501, and its initial registered agent at that address is Montgomery & Andrews, Professional Association.

ARTICLE V

Initial Board of Directors

     The number of directors constituting its initial board of directors is three, 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 qualified are:

NAME	ADDRESS
Dennis Latimer	6034 W. Courtyard Dr. Suite 150 Austin, Texas 78730
Dennis Henegar	6034 W. Courtyard Dr. Suite 150 Austin, Texas 78730
Barbara Bowman	6034 W. Courtyard Dr. Suite 150 Austin, Texas 78730

ARTICLE VI

Bylaws

     The initial bylaws of the corporation shall be adopted by its board of directors. After the adoption of the initial bylaws of the corporation, the power to alter, amend or repeal the bylaws

of the corporation and to adopt new bylaws of the corporation shall be vested in the board of directors.

ARTICLE VII

Organization Meeting

     After the issuance of the certificate of incorporation by the New Mexico State Corporation Commission, an organization meeting of the board of, directors named herein shall be held at the corporation’s principal office, or such other place of business within or without the State of New Mexico ac the directors named herein shall agree, for the purpose of adopting the initial bylaws of the corporation, electing officers and transacting such other business as shall come before the meeting.

DATED: October 14, 1993.
	/s/ Thomas W. Olson Thomas W. Olson
	325 Paseo de Peralta
	Santa Fe, New Mexico 87501

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED INITIAL REGISTERED AGENT

TO: THE STATE CORPORATION COMMISSION
STATE OF NEW MEXICO

STATE OF NEW MEXICO	)
	)	ss.
COUNTY OF SANTA FE	)

     On this 14th day of October, 1993, before me, a Notary Public in and for the State and county aforesaid, personally appeared Thomas W. Olson, Vice President of Montgomery & Andrews, Professional Association, who is known to be the person and who, being by me duly sworn, acknowledged to me that he does hereby acknowledge that corporation’s acceptance of the appointment as the initial Registered Agent of the corporation which is named in the foregoing Articles of Incorporation, and which is applying for a Certificate of Incorporation.

MONTGOMERY & ANDREWS
Professional Association
By:	/s/ Thomas W. Olson           Its Vice President

     Acknowledged, subscribed and sworn before me on the day, month and year first set forth above.

	Notary Public
My commission expires:

EX-3.61

Exhibit 3.61

SECOND AMENDED

BYLAWS

EDUCARE COMMUNITY LIVING CORPORATION-NEW MEXICO

ARTICLE ONE

REGISTERED OFFICE

     1.01 The registered office of the corporation is located at 325 Paseo de Peralta, Santa Fe, New Mexico 87501, and the name of the registered agent of the corporation is C T Corporation System.*

*Amended July 19,1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors;

Time of Annual Meeting

     2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.*

*Amended January 30,1995

Notice of Meeting

     2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

     2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

     2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

     2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

     2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

     2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

     2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

     3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

     3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of New Mexico. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term

of any incumbent 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 shareholders called for that purpose.

*Amended August, 1995 Election and Term of Office

     3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

     3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

     3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

Adopted by the Board of Directors this                     day of                     , 19                    .

          /s/ Richard D. Relyea

Richard D. Relyea, Director

          /s/Dennis R. Latimer

Dennis R. Latimer, Director

          /s/ Dennis C. Henegar

Dennis C. Henegar, Director

EX-3.62

Exhibit 3.62

ARTICLES OF INCORPORATION
OF
EDUCARE COMMUNITY LIVING CORPORATION -
NORTH CAROLINA

     Pursuant to §55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purposes of forming a business corporation.

     1. The name of the corporation is: EduCare Community Living Corporation — North Carolina.

     2. The number of shares the corporation is authorized to issue is: 1,000,000.

     These shares shall be all of one class, designated as common stock.

     3. The street address and county of the initial registered office of the corporation is:

Name and Street: 225 Hillsboro Street
City, State, Zip Code: Raleigh, NC 27603
County: Wake

     4. The mailing address if different from the street address of the initial registered office is: N/A

     5. The name of the initial registered agent is: C T Corporation System.

     6. Any other provisions which the corporation elects to include are attached. N/A

     7. The name and address of each incorporator is as follows:

M. Blen Gee, Jr.
Johnson, Gamble, Mercer, Hearn & Vinegar
Post Office Box 1776
Raleigh, NC 27602
Wake County

     8. These articles will be effective upon filing.

     This the 16th day of April, 1991.

/s/ M. Blen Gee, Jr., Incorporator

     M. Blen Gee, Jr.

EX-3.63

Exhibit 3.63

THE BY-LAWS OF

EDUCARE COMMUNITY LIVING CORPORATION -

NORTH CAROLINA

Registered Agent:	C. T. Corporation System
Registered Office:	225 Hillsborough Street, Wake County, Raleigh, North Carolina
Effective Date:	April 17, 1991
Annual Meeting:	First Friday in the Month of March

ARTICLE I

MEETING OF SHAREHOLDERS

     Section 1. Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings. Special meetings of the shareholders may be called at any time by the President, a Vice President or one-third or more of the members of the Board of Directors, and it shall be. the duty of any of the foregoing officers and that of the Board of Directors to call forthwith such a meeting whenever the holders of record of one-third of the outstanding shares of the stock of the corporation entitled to vote shall so request in writing.

     Section 3. Place of Meeting. Annual meetings of the shareholders shall be held at the principal office of the corporation, unless some other convenient location is designated in the notice. Except as otherwise provided by statute, special meetings of shareholders may be held at any convenient location within the State of North Carolina as set forth in the notice.

     Unless otherwise provided, the principal office of the corporation shall be deemed to be at the following location:

9171 Capital of Texas Highway, North
Suite B-100,
Austin, Texas 78759

     Section 4. Notice of Meetings. Except as otherwise provided by statute, notice of each meeting of the shareholders, whether annual or special, shall be in writing and signed by the president, a vice president, the secretary, or their duly authorized representative.

     Such notice shall state the purpose or purposes for which the meeting is called and the time and place within the state

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where the meeting is to be held, and a copy thereof shall be served, either personally or by mail, upon each shareholder of record entitled to vote at such meeting, not less than five nor more than thirty days before the meeting. If mailed, such notice shall be directed to the shareholder at his address as it appears on the stock books of the corporation.

     Waiver of notice is encouraged, and legal notice need not be given if each shareholder shall waive notice in writing, in person or by his attorney, and the appearance of a shareholder at any meeting shall be sufficient evidence that he received proper notice, unless he shall file a protest during such meeting.

     Notice of any adjourned meeting of the shareholders need not be given.

     Section 5. Ouorum. Except as otherwise provided by statute, or by these by-laws, the presence in person or by proxy of holders of record of a majority of the stock then issued and outstanding and entitled to vote shall be necessary to constitute a quorum for the transaction of business. In the absence of a majority in interest of the shareholders entitled to vote present in person or by proxy, or if no shareholder entitled to vote is present in person or by proxy, any officer entitled to preside or act as secretary of such meeting, may adjourn the meeting from time to time for a period not exceeding thirty (30) days in any one case. At any such adjourned meeting at which a quorum shall be present, any business may be

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transacted which might have been transacted at the meeting as originally called, if a quorum had been there present.

     Section 6. Voting. At each meeting of the shareholders every holder of record of stock entitled to vote shall be entitled to one vote for every share of stock standing in his name on the books of the corporation and all questions, except as otherwise provided by statute, or by these by-laws, shall be determined by a majority of the votes so cast. Any shareholder entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder or his duly authorized attorney. Such instrument shall be exhibited to the secretary of the meeting and shall be filed with the records of the corporation.

ARTICLE II

BOARD OF DIRECTORS

     Section 1. General Powers. The property, affairs and business of the corporation shall be managed by the Board of Directors.

     Section 2. Number and Term of Office. The number of directors shall be not less than one or more than nine. Subject to the provisions of Section 6 and 7 of this Article II, the directors shall be elected annually at the annual meeting of the shareholders by plurality vote at such election. Each director shall continue in office until the annual meeting of

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shareholders held next after his election and until his successor shall have been elected and qualified, or until his death or until he shall resign or shall have become disqualified or shall have been removed in the manner hereinafter provided.

     Section 3. Time and Place of Meetings and Notice Thereof. The annual meeting of the Board of Directors may be held immediately after the annual meeting of the shareholders and if not then held shall be held within a reasonable time after the annual meeting of the shareholders, upon notice as hereinafter provided in this Section 3, and at such place, within or without the State of North Carolina, as may be specified in such notice of waiver of notice thereof.

     Notice of each meeting, except as otherwise provided in this Section 3, shall be mailed to each director, addressed to him at his residence or usual place of business at least two (2) days before the day on which the meeting is to be held, or shall be given to him at such place by radio, cable, telephone, or telegraph, or delivered personally, not later than the day before the day on which the meeting is to be held. Notice of any meeting for which is required need not be given to any director if waived by him in writing or by radio, cable, or telegraph. At any meeting at which every member of the Board of Directors shall be present, though held without notice, any business may be transacted which might have been transacted if the meeting had been called upon due notice.

     Section 4. Ouorum and Manner of Action. A majority of the directors at a meeting duly assembled shall be necessary to

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constitute a quorum for the transaction of business and, except as otherwise provided by statute or these by-laws, 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. In the absence of a quorum, a majority of the directors present at the time and place of any meeting, or if only one director be present, such director may adjourn the meeting from time to time until a quorum be present, and notice of any adjourned meeting need not be given.

     Section 5. Resignations. Any director may resign at any time by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time such resignation is received by the president or secretary of the corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

     Section 6. Removal of Directors. Any director may be removed from office, with or without cause, at any time by vote of the holders of a majority in interest of the outstanding share of stock entitled to vote, given at any special meeting of the shareholders called for that purpose. Any vacancy so created may be filled by a plurality of the votes of the shareholders entitled to vote given at such meeting. In case any vacancy so created shall not be so filled by the shareholders at such meeting, such vacancy may be filled by the directors as provided in Section 7 of this Article II.

     Section 7. Vacancies. If any vacancy or vacancies shall

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occur among the directors by death, resignation, disqualification, removal or otherwise, the remaining director or directors shall continue to act and subject to the provisions of Section 6 of this Article II, such vacancy may be filled by the vote of the majority of the remaining directors, although such majority is less than a quorum, or by the remaining director, if there be only one director remaining, and each of the directors so chosen shall hold office until the annual meeting held next after his election and until his successor shall have been duly elected and qualified, or until his death, or until he shall resign or shall have become disqualified or shall have been removed in the manner hereinabove provided. Any such vacancy may also be filled by a plurality of the votes of the shareholders entitled to vote given at any meeting held during the existence of such vacancy. An increase in the number of directors shall be deemed to create vacancies in the Board to be filled in the manner provided in this Section 7.

     Section 8. Executive Committee. The Board of Directors shall be authorized to designate an executive committee, composed of at least two directors who shall be authorized to exercise all of the authority contained in the resolution of the Board of Directors establishing said executive committee, but the designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors of responsibility imposed upon them by law.

ARTICLE III

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OFFICERS

     Section 1. Number of Officers. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and one or more assistant secretaries and assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of Article III.

     It shall not be necessary to appoint all of said. officers, and only a president and secretary are deemed mandatory.

     Any two offices or more may be held by one person, except the offices of president and secretary.

     Section 2. Election, Term of Office and Qualifications. Each officer, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article III, shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified or until his death or until he shall resign or shall have been disqualified or shall have been removed in the manner herein provided.

     Section 3. Subordinate Officers and Agents. The Board of Directors from time to time may appoint other officers or agents, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors from time to time may determine. The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officer or agent and to prescribe his respective

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authority and duties.

     Section 4. Removal. The officers specifically designated in Section 1 of this Article III may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors at a special meeting of the Board called for that purpose. The officers appointed in accordance with the provisions of Section 3 of this Article III may be removed, either with or without cause, by the Board of Directors, by a majority vote of the directors present at any meeting, or by any officer or agent upon whom such power of removal may be conferred by the Board of Directors.

     Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the president or secretary of the corporation, or if he was appointed by an officer or agent in accordance with Section 3 of this Article III, by giving written notice to the officer or agent who appointed him. Any such resignation shall take effect upon its being accepted by the Board of Directors or by the officer or agent appointing the person so resigning.

     Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, or disqualification, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these by-laws for regular appointments or elections of such offices.

     Section 7. President. The president shall be the chief executive officer of the corporation, and, subject to the instructions of the Board of Directors, shall have general

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charge of the business, affairs, and property of the corporation and control over its other officers, agents and employees. He shall preside at all meetings of the shareholders and of the Board of Directors at which he may be present. The president shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

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     Section 8. Vice President. At the request of the president, or in his absence or disability, the 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. The vice president shall perform such other duties and have such authority as from time to time may be assigned to him by the Board of Directors.

     Section 9. Secretary. The secretary shall keep the minutes of the meetings of shareholders and of the Board of Directors, and shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law. He shall be custodian of the records, books, reports, statements, certificates and other documents of the corporation and of the seal of the corporation, and see that the seal is affixed to all stock certificates prior to their issuance and to all documents requiring such seal. In general, he shall perform all duties and possess all authority incident to the office of secretary, and he shall perform such other duties and have such other authority as from time to time may be assigned to him by the Board of Directors.

     Section 10. Treasurer. The treasurer shall have supervision over the funds, securities, receipts and disbursements of the corporation. He shall in general perform all duties and have all authority incident to the office of treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted to him by the Board of Directors. He may be required to give bond for the faithful

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performance of his duties in such form and amount as the Board of Directors may determine.

     Section 11. Assistant Secretary and Assistant Treasurer. There may be one or more assistant secretaries and assistant treasurers who shall have the same authority, as imposed upon the secretary and the treasurer, but subject to such limitation as shall be established by the Board of Directors or by the superior officer responsible for said person.

     Section 12. Duties of Officers May Be Deleqated. In case of the absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director for the time being provided a majority of the entire Board of Directors concur therein.

ARTICLE IV

CAPITAL STOCK

     Section 1. Certificates of Stock. Each holder of capital stock of the corporation shall be entitled to a certificate signed by the president and the secretary, a record of which shall be kept by the secretary. No stock shall be transferrable except upon the books of the corporation, upon the surrender and cancellation of the outstanding certificates, except that lost or destroyed certificates may be reissued in such manner as the Board of Directors shall specify.

     Section 2. Stock Books. The stock books shall be the only evidence as to who are the shareholders of the corporation. For

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convenience, a stock record may be included as a portion of the corporate minute book.

     Section 3. Restrictions on Transfer of Shares.

     (a) Before any stock in this corporation may be sold, alienated, pledged, transferred or otherwise disposed of, the owner thereof shall first give written notice to the Board of Directors and then, in such event, the corporation or the remaining shareholders shall have the option to purchase the stock or any part of it at its. appraised value determined by three appraisers who shall be chosen as follows: one by the seller, one by the Board of Directors, and the third by the two so chosen. Said option shall be exercisable within thirty (30) days after the report of said appraisers and in the event that it is not exercised, the seller shall have the right to dispose of the stock as he sees fit, but the buyer shall take subject to the same restrictions. In any case where the remaining shareholders may exercise the right of purchase, the stock shall be pro-rated among them or such of them as desire to purchase. The restrictions hereby imposed upon the sale or transfer of shares shall apply to all shares of stock of this corporation whensoever, howsoever or by whomsoever acquired, in the hands of all holders or owners, whether original shareholders or subsequent purchasers or transferees, and whether acquired through the voluntary or involuntary act of a shareholder or by operation of law and no stock shall be transferred on the books of the company unless and until the conditions herein are complied with; except, however, these restrictions shall not

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apply to the transfer of the stock of a deceased shareholder to the surviving spouse and/or children of such shareholder by will or intestate distribution.

     (b) In the event that the holders of all of the issued and outstanding shares of the corporation shall enter into a shareholders’ agreement containing provisions concerning the transfer and purchase or repurchase of shares, then such agreement shall be incorporated herein by reference and shall be controlling as to such provisions in the event of any conflict with the terms of these by-laws. A copy of any such agreement shall be kept on file with the books and records of the corporation.

     (c) Every certificate of stock of this corporation, now or hereafter issued, shall have printed thereon the restrictions on transfers set forth in paragraph (a) of this section, or a provision giving notice thereof.

ARTICLE V

AMENDMENTS

     Section 1. Amendments by Shareholders and Directors. The by-laws may be amended or repealed either by the shareholders or by the Board of Directors but

     (1) No by-law adopted or amended by the shareholders shall be altered or repealed by the Board of Directors;

     (2) No by-laws shall be adopted by the Board of Directors which shall require more than a majority of the_. voting shares

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for a quorum at a meeting of the shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law;

     (3) No by-law authorizing compensation of officers measured by the amount of the corporation’s income or volume of business shall be valid after five (5) years from its adoption unless renewed by the vote of the holders of a majority of the outstanding stock regardless of limitation on voting rights.

     Any by-law made by the Board of Directors shall be adopted by an affirmative vote of a majority of the directors then holding office and any by-law made by the shareholders shall, except as otherwise provided in paragraph (3) of this Article, be adopted by the affirmative vote of the shareholders entitled to exercise a majority of the voting power of the corporation.

ARTICLE VI

INDEMNIFICATION

     The corporation shall, to the full extent permitted by law, indemnify every officer or director, and their heirs and personal representatives of their estates, against expenses reasonably incurred by them in connection with any action, suit or proceeding to which they may be made a party by reason of their being or having been an officer or director of the corporation, except in relation to such matters as they may be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such

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     matters covered by the settlement as to which the corporation is advised by its counsel that the person to be indemnified did not commit a breach of such duty. The foregoing right of indemnification shall be in addition to and not. exclusive of any other rights to which such officers and directors may be entitled.

          /s/ Dennis C. Henegar

Dennis C. Henegar, Secretary

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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
EDUCARE COMMUNITY LIVING CORPORATION-NORTH CAROLINA

     The undersigned being all of the members of the Board of Directors of EDUCARE COMMUNITY LIVING CORPORATION-NORTH CAROLINA (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution effective as of October 22, 2004.

WHEREAS, the Board of Directors has determined that the bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article I, Section 1 of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

     Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

/s/ Ronald G. Geary

          Ronald G. Geary

/s/ Ralph G. Gronefeld, Jr.

          Ralph G. Gronefeld, Jr.

/s/ Katherine W. Gilchrist

          Katherine W. Gilchrist

/s/ Allen Marchetti

          Allen Marchetti

EX-3.64

Exhibit 3.64

ARTICLES OF INCORPORATION

EDUCARE COMMUNITY LIVING CORPORATION-TEXAS

     The undersigned James M. Martin, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, hereby adopts the following Articles of Incorporation for the corporation.

ARTICLE ONE

     The name of the corporation is EduCare Community Living Corporation-Texas.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may ‘be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

     The aggregate number of shares that the corporation shall have authority to issue is 10,000 shares of the par value of $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 consisting of money, labor done, or property actually received.

ARTICLE SIX

     The street address of its initial registered office is 707 West Tenth Street, Austin, Texas 78701, and the name of its initial registered agent at that address is James M. Martin.

ARTICLE SEVEN

     The number of Directors constituting the initial Board of Directors is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Robert K. Conkright	Warren T. Watford
11909 Arabian Trail	1408 Brighton Lane
Austin, Texas 78759	Austin, Texas 78723
James C. Pace	David P. French
207 Mill Street	8100 Hickory Creek Drive
San Marcos, Texas 78666	Austin, Texas 78735

ARTICLE EIGHT

The name and address of the incorporator is:

James M. Martin

707 West Tenth Street

Austin, Texas 78701

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this 19th day of June, 1986.

/s/ James M. Martin

James M. Martin

VERIFICATION

THE STATE OF TEXAS	X
	X
COUNTY OF TRAVIS	X

     BEFORE ME, a notary public, on this day personally appeared James M. Martin, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements contained therein are true and correct.

     Given under my hand and seal this 19th day of June, 1986.

/s/ Melinda Goff

Notary Public State of Texas

(name printed)

Printed Name of Notary

My commission expires: 11/1/89

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

     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 W.P.C. Development, Inc.

ARTICLE TWO

     The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on April 27, 1988. The amendment alters or changes Article One of the original or amended Articles of Incorporation and Article One is amended to read as follows:

“The name of the corporation is Educare Community Living Corporation — Texas.”

ARTICLE THREE

     The number of shares of the corporation outstanding at the time of such adoption was 10,000; and the number of shares entitled to vote thereon was 10,000.

ARTICLE FOUR

     The holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing adapting said amendment.

ARTICLE FIVE

     The manner in which any exchange, reclassification or cancellation of issued shares^, provided for in the amendment shall be effected, is as follows: stock certificates bearing the previous corporate name shall be exchanged for stock certificates for an equal number of shares bearing the name as amended hereby.

Educare Community Living

Corporation — Texas

(previously named W.P.C.

Development, Inc.)

By:	/s/ Randall B. Stevens
	Randall B. Stevens, President

	(name printed)
By:	/s/ Richard D. Relyea
	Richard D. Relyea, Secretary
	(name printed)

STATE OF TEXAS

COUNTY OF TRAVIS

     BEFORE ME, notary public, on this day personally appeared Randall B. Stevens, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.

     GIVEN under my hand and seal of office this 28th day of April, A.D., 1988.

/s/ Kathryn Tomison

Notary Public — STATE OF TEXAS

My commission expires: 10/4/88

(name printed)

Printed Name of Notary

(Notarial Seal)

STATE OF TEXAS

COUNTY OF TRAVIS

     BEFORE ME, notary public, on this day personally appeared Richard D. Relyea, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.

     GIVEN under my hand and seal of office this 28th day of April, A.D., 1988.

	/s/ Kathryn Tomison
	Notary Public — STATE OF TEXAS
	My commission expires: 10/14/88
	(name printed)
	Printed Name of Notary
(Notarial Seal)

EX-3.65

Exhibit 3.65

SECOND AMENDED
BYLAWS
EDUCARE COMMUNITY LIVING CORPORATION-TEXAS

ARTICLE ONE

REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas Avenue, Houston, Texas 77002, and the name of the registered agent of the corporation is C T Corporation System.

*Amended November 1, 1994

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 any other place within or without this State, as may be designated for the purpose from time to time by the Board of Directors.

Time of Annual Meeting

2.02 The annual meeting of the stockholders 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 such meeting, the stockholders shall elect a Board of Directors and shall transact such other business as may properly be brought before the meeting.

*Amended January 30,1995

Notice of Meeting

2.03 Notice of the meeting, 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10) days but not more than fifty (50) days before the day of the meeting either personally or by mail or other means of written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the President, or by the Board of Directors, or by any one (1) or more

Directors, or by one or more shareholders, the aggregate of whose shares comprise not less than one tenth (1/10) of all the shares entitled to vote at the meeting.

Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the corporation on the record date shall be entitled to vote at such meeting. The record date shall be the date on which notice of the meeting is mailed unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Each shareholder is entitled to a number of votes equal to the number of Directors to be elected, multiplied by the number of shares that the shareholder is entitled to vote. Voting for the election of Directors shall be by voice unless any shareholder demands a ballot vote before the voting begins.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders’ meeting will affect the validity of any action at the meeting if a quorum was present, and if each shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting, and those waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the corporation.

ARTICLE THREE

DIRECTORS

Powers

3.01 The Directors shall act only as a board, and an individual Director shall have no power as such. All corporate powers of the corporation shall be exercised by the Board of Directors or under its authority, and the business and affairs of the corporation shall be controlled by the

Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws, as 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 general business, or any special business, of the corporation and may give powers of attorney to agents of the corporation to transact any special business requiring such authority.

Number and Qualifications of Directors

3.02 The authorized number of Directors of this corporation shall be at least two (2), but no more than five (5).* The Directors need not be shareholders of this corporation or residents of Texas. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent 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 shareholders called for that purpose.

*Amended August, 1996

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to vote, and shall hold office until their respective successors are elected, or until their death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of a majority of the shares entitled to vote for Directors, at any regular or special meeting of the shareholders.

Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal office of the corporation or at such place within or outside the State as may be designated from time to time by resolution of the Board by or by written consent of all the members of the Board.

Regular Meeting

3.07 Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the shareholders of the corporation, and at such other times at the Directors may determine.

Special Meetings — Call and Notice

3.08 Special meting of the Board of Directors for any purpose shall be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two (2) Director(s). Written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to the action.

Adjournment — Notice

3.11 A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need nor be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Conduct of Meetings

3.12 The Chairman of the Board, or in his absence, the President shall preside at meetings of the Board of Directors. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, present or former Directors, officers or employees of the corporation as provided by Article 2.02(A) (16) of the Business Corporation Act.

ARTICLE FOUR

OFFICERS

Title and Appointment

4.01 The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such assistants and other officers as the Board of Directors shall from time to time determine. Any two or more offices may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.

Powers and Duties of Officers

4.02 The officers of the corporation shall have the powers and duties generally ascribed to the respective offices and such additional authority or duty as may from time to time be established by the Board of Directors.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an 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 such execution or signature shall be binding on the corporation.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when the shares have been fully paid for.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear on its face the statement that the corporation is organized in

Texas, the name of the corporation, the number and class of shares and series, 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, and the seal of the corporation shall be affixed thereto. The signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by a registrar. The certificate shall contain on the faces or backs all recitations or references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the signature of the owner, or the owner’s 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 had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statue 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 Book

7.02 The Board of Directors may, in its discretion, close the transfer books for a period not exceeding fifty (50) days preceding any meeting, annual or special, of the shareholders, or the day appointed for the payment of a dividend.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01 The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the shareholders.

Signatures and Attestation

     Adopted by the Board of Directors this 16th day of August, 1996.

/s/      Dennis Latimer, Director Dennis Latimer, Director

/s/      Dennis Henegar, Director Dennis Henegar, Director

EX-3.66

Exhibit 3.66

AGREEMENT OF LIMITED PARTNERSHIP

OF

TEXAS COMMUNITY ALTERNATIVES LIMITED PARTNERSHIP

AGREEMENT OF LIMITED PARTNERSHIP OF TEXAS COMMUNITY ALTERNATIVES LIMITED PARTNERSHIP dated as of May 1, 1998, among Community Alternatives Texas Partner, Inc. (General Partner) and Texas Home Management, Inc. and Normal Life of North Texas, Inc. (Limited Partners) (herein called the “Partners”, which term shall include any persons hereafter admitted to the Partnership and shall exclude any persons who cease to be Partners).

WHEREAS, the Partners wish to form a limited partnership (the “Partnership”) pursuant to the terms and provisions of this Agreement of Limited Partnership (the “Agreement”) and in accordance with the statutes and laws of the Commonwealth of Kentucky relating to partnerships;

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

GENERAL PROVISIONS

SECTION 1.01 Partnership Name. The name of the Partnership is Texas Community Alternatives Limited Partnership, and its business shall be conducted under the name of Texas Community Alternatives Limited Partnership.

SECTION 1.02 Principal Place of Business. The principal place of business of the Partnership shall be located at 10140 Linn Station Road, Louisville, Kentucky, 40223. The location of the principal office may be changed to such other place and the Partnership may have such other offices and places of business wherever located as the General Partner may, from time to time, determine.

SECTION 1.03 Agent for Service of Process. The agent for service of process for the Partnership shall be CT Corporation System having a business address at 1511 Kentucky Home Life Building, Louisville, Kentucky 40202, or such other person or corporation as may be designated by the General Partner and appropriately qualified to serve.

SECTION 1.04 Effective Date; Duration. The Partnership shall begin on the date of this Agreement and shall continue thereafter until April 30, 2048, unless voluntarily dissolved sooner upon the written consent of all Partners.

SECTION 1.05 Purpose of the Partnership. The Partnership is organized for the purpose of engaging in and conducting any lawful business permitted by the laws of the Commonwealth of Kentucky applicable to partnerships.

SECTION 1.06 Partnership Property. All property owned by the Partnership shall be held in the name of the Partnership (or in the name of a nominee for the Partnership) and not in the names of the individual Partners, and no Partner shall have any individual ownership rights in such property except for property rights as a Partner.

SECTION 1.07 Reliance by Third Parties. Persons dealing with the Partnership are entitled to rely conclusively upon the power and authority of the General Partner as herein set forth.

SECTION 1.08 Management of Partnership. The General Partner will manage the Partnership and maintain its books and records. Limited Partners will not manage the business of the Partnership nor assist in its management. No Limited Partner will:

          a. act as agent for the Partnership or have the right to bind the Partnership;

          b. sign or issue checks, promissory notes, or other commercial paper or documents of indebtedness on the Partnership’s behalf; or

          c. receive any salary or other compensation from the Partnership other than to share in its profits or losses as set forth in this Agreement.

ARTICLE H

THE PARTNERS

SECTION 2.01 Schedule of Partners. The names and addresses of all the Partners, the respective amounts that they shall be obligated to contribute to the capital of the Partnership (“Capital Contributions”) and their respective Partnership Percentages (“Partnership Percentages”) shall be set forth in Schedule I, which shall be filed with the records of the Partnership and which may be amended from time to time by the Partners.

SECTION 2.02 Liability of Limited Partners. The Limited Partners of the Partnership are those Limited Partners identified on Schedule I (as said Schedule I may be amended with respect to the admission of additional Partners or withdrawal of any Partners) and their Initial Capital Contributions are set forth on that Schedule. The Limited Partners hereby further agree to contribute all of their tangible and intangible assets associated with the ICF/MR group homes listed on Schedule I at such time as the Partnership has received a license to operate such homes from the Texas Department of Mental Health and Mental Retardation. Normal Life of North Texas, Inc. further agrees to contribute all of its tangible and intangible assets associated with its operations of Home and Community-based Services (HCS) at such time as the Partnership has received a license to operate HCS services from the applicable state agency. After such contribution, no Limited Partner shall have any further liability to contribute to, or in respect of, the liabilities or the obligations of the Partnership. In no event shall the Limited Partners be personally liable for any obligations of the Partnership. No Limited Partner, in its capacity as Limited Partner, shall have or exercise any rights in connection with the management of the Partnership or its business nor shall it take any part in the conduct or control of the Partnership’s business.

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SECTION 2.03 General Partner as Limited Partner. The General Partner may also hold an interest in the Partnership as a Limited Partner.

SECTION 2.04 Admission of New Partners. No new General or Limited Partners will be admitted to the Partnership without the written consent of all General Partners and Limited Partners as to both a General or a Limited Partner’s admission and the terms on which a new General or Limited Partner is admitted.

SECTION 2.05 No Sale of, Assignment of, or Granting Lien on Partnership Interest by a Partner. Without the written consent of all General Partners and Limited Partners, no General Partner shall assign, mortgage, or give a security interest in General Partner’s Partnership interest, and no Limited Partner may assign Limited Partner’s interest in Partnership or substitute a third party in Limited Partner’s stead as a new Limited Partner. Notwithstanding any other provision of this Agreement, the Partners may, without the consent of any other partner, pledge their interests in the Partnership to PNC Bank Kentucky, Inc. as Administrative Bank under the Revolving Credit Facility of the Partners’ parent company, Res-Care, Inc., to which the Partners are also party.

ARTICLE III

PARTNERSHIP PERCENTAGES; ACCOUNTING

SECTION 3.01 Capital Contributions. The original capital of the Partnership shall be the amount payable by the Partners, set forth in Schedule 1, and the amounts of each Partner’s Capital Contribution shall be set forth in Schedule I as it may be amended from time to time opposite each Partner’s name.

If, at any time prior to the dissolution of the Partnership, additional capital shall be required to carry on the objects of the Partnership as determined by the General Partner, the additional capital shall be contributed by the Limited Partners in the proportions of their respective Pro-Rata Shares, as defined in this Agreement, then in effect, and Schedule I shall be amended to reflect the increase in Capital Contributions of each Limited Partner. Upon the admission of any new Partner to the Partnership pursuant to Section 2.05, Schedule I shall be amended to reflect the Capital Contributions of such Partner. The Capital Contributions of the Partners and the amounts set forth opposite their names on Schedule I as amended from time to time shall be deemed for all purposes of this Agreement to be the respective Capital Contributions of the Partners.

No interest shall be paid on any capital contributed by the Partners and no Partner shall be entitled to withdraw any amount representing such Partner’s interest in such Partner’s Capital Contribution at any time or to the return of any such amount, except to the extent of such Partner’s participation in Partnership distributions in reduction of Partnership capital, if any, as provided in this Agreement and except as provided by law. The General Partner shall not be liable for the return of Capital.

SECTION 3.02 Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date of this Agreement a capital account (the “Capital Account”), which

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shall be an amount equal to such Partner’s Capital Contribution which actually has been paid to the Partnership.

It is the intention of the Partners that such Capital Account be maintained in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv), and this Agreement shall be so construed. Accordingly, such Capital Account shall initially be credited with the amount of the initial capital contribution of the Partner (as set forth in Schedule I hereof), which in the case of any property shall be based upon its fair market value (net of any liabilities assumed by the Partnership or to which such property is subject), and thereafter shall be increased by (i) any cash or the fair market value of any property contributed by it (net of any liabilities assumed by the Partnership or to which the contributed property is subject); (ii) the amount of all net income (whether or not exempt from tax) and gain allocated to it pursuant to this Agreement; and (iii) any positive adjustment to basis required by section 50(c) of the Internal Revenue Code of 1986, as amended (including expenditures described in section 705(a)(2)(B) of the Code, or treated as such an expenditure by reason of Treas. Reg. § 1.704I (b)(2)(iv)(h)(i)), (y) the amount of cash, and the fair market value of property (net of any liabilities assumed by such Partner or to which the distributed property is subject) distributed to it pursuant to this Agreement, and (z) any negative adjustment to basis required by section 50(c) of the Code.

SECTION 3.03 Partnership Books and Records. The General Partner shall cause to be kept Partnership books of account in accordance with generally accepted accounting principles and will prepare an income statement and balance sheet for each fiscal year. The books and supporting records will be maintained at Partnership’s principal office and together with the income statements and balance sheet prepared by the General Partner will be examined by certified public accountants at least annually in conjunction with the annual audit of Res-Care, Inc. and its subsidiaries. Partnership’s fiscal year shall be the calendar year. These financial statements shall be binding upon General and Limited Partners as to income or losses and the balances in General and Limited Partners’ income and capital accounts.

SECTION 3.04 Bank Accounts. The bank accounts of the Partnership shall be maintained in such banking institution(s) as shall be approved by the General Partner, and withdrawals shall be made only in the regular course of business on such signature or signatures as. shall be approved by the General Partner.

SECTION 3.05 Allocation of Profits or Losses. The net profits or net losses of the Partnership (including profits and losses from operations, gains and losses from sale or other disposition of Partnership property and assets and all other items of profit and loss whatsoever) for each fiscal year shall be allocated among the Partners in the proportions that the value of their respective Capital Contributions bear to the aggregate value of the assets held by the Partnership for such fiscal year (“Pro-Rata Share”).

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

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     Notwithstanding the provisions of this section, Limited Partners will not be liable for any Partnership debts or losses beyond the amounts to be contributed by them pursuant to section 3.01 of this Agreements.

     With respect to any property contributed to the Partnership by a Partner, income, gain, loss, and deduction with respect to such property shall be allocated solely for federal income tax purposes among the Partners. in accordance with section 704(c) of the Code and the Regulations promulgated thereunder so as to take into account any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and the fair market value of such property at the time of such contribution and to take into account any gain or loss recognized by a contributing Partner with respect to any distribution of such property by the Partnership.

ARTICLE IV

WITHDRAWALS AND DISTRIBUTIONS OF CAPITAL

SECTION 4.01 Loans and Withdrawals in General. A Partner shall be entitled to borrow or withdraw any amount from the Partnership only with the approval of the General Partner. If the General Partner or the Limited Partners shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital account of the lending Partner or entitle such lending Partner to any increase in his share of the distributions of the Partnership, or entitle or subject such lending Partner to any greater proportion of the profits, gains, or losses which the Partnership may sustain.

SECTION 4.02 Distribution of Partnership Funds. All Partnership funds available for distribution shall, after the establishment of reasonable reserves such as may be approved by the General Partner, be distributed and applied, with such frequency as determined by the General Partner, in the following priority:

     a. first, pro rata to repay Capital Contributions; and

     b. second, to the Partners according to their respective Pro-Rata Shares.

     Partnership funds required to be distributed under this section 4.02 shall be distributed to the Partners within thirty days, or such longer period as is reasonably required, after the close of each fiscal year (or at such more frequent intervals as shall be approved by the General Partner) commencing with the first complete fiscal year ending after the date of this Agreement, unless the General Partner determines that distributions can be made prior to that time.

ARTICLE V

DISSOLUTION; WINDING-UP

SECTION 5.01 Dissolution. The Partnership shall be dissolved as to all Partners on a date specified in any decree of court or as determined by the Partners in accordance with section 1.04,

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and the Partnership shall be wound-up and liquidated thereafter as promptly as practicable in accordance with law and the following provisions. Upon dissolution occasioned other than pursuant to a decree of court, the affairs of the Partnership shall be wound-up jointly by the Partners. Upon dissolution and liquidation, a full and general account of the assets and liabilities of the Partnership and the capital account of the Partners shall be taken and the assets of the Partnership shall be applied in the following order of priority:

     a. first, in discharge of (i) claims of creditors of the Partnership who are not Partners, and (ii) all expenses of liquidation; in the event the Partnership’s obligation to make any such payment shall be subject to a contingency, the amount thereof shall be reserved until such contingency shall cease to exist and thereafter shall be applied in accordance with this section 5.01;

     b. second, to the pro rata payment of all claims of Partners for advances to the Partnership; provided, however, that this clause shall not be construed to include any repayment of any Partner’s Capital Contribution or any Partner’s capital account balance; and

     c. finally, any remaining surplus shall be distributed to the Partners in the same proportion, as to each Partner, as the amounts of their respective Capital Accounts.

SECTION 5.02 Winding-Up. In winding-up the affairs of the Partnership, subject to satisfying the requirements of clauses (a) and (b) of section 5.01, the General Partner may determine to distribute in kind any and all properties of the Partnership that are suitable or legal for distribution in kind and shall take action to liquidate all other assets as promptly as practicable. All assets which are to be liquidated may be sold at public or private sale and any Partner may purchase such assets at such date.

ARTICLE VI

MISCELLANEOUS

SECTION 6.01 Filings. The General Partner shall promptly cause to be filed, recorded and published such statements of fictitious business name and other notices, certificates, statements, or other instruments required by any provision of any applicable law of the Untied States or any state or other jurisdiction which governs the formation of the Partnership or the conduct of its business from time to time.

SECTION 6.02 Amendments. This Agreement shall not be amended except by an instrument in writing, executed by all Partners.

SECTION 6.03 Successors; Counterparts. This Agreement:

     a. shall be binding on the successors and permitted assigns of the Partners; and

     b. may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart as of the day and year first above written.

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SECTION 6.04 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Agreement shall be invalid or unenforceable under said law or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of any applicable law, and, in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions.

SECTION 6.05 Notices. All notices that are required to be given in writing hereunder, shall be deemed to have been duly given if delivered personally to the recipient Partner or mailed, first class registered mail with postage pre-paid, return receipt requested, to such Partner at its address set forth in Schedule I or at such other address or addresses as such Partner shall have notified the other Partners.

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EX-3.67

Exhibit 3.67

The State of Ohio

Certificate

Of filing ARN MIS EMPLOY-ABILIIY UNLIMITED, INC,

ARTICLES OF INCORPORATION

OF
EMPLOY-ABILITY UNLIMITED, INC.

     The undersigned, or purposes of forming a nonprofit corporation in accordance with Chapter 1702 of the Ohio Revised Code, does hereby stale the following:

1.	NAME:	The name of the Corporation shall be Employ-Ability Unlimited, Inc.
2.	PLACE OF OFFICE:	The place in Ohio where the principal office of the Corporation of the Corporation is to be located shall be the City of Columbus (Franklin County).
3.	PURPOSE:	The purpose for which the Corporation is formed shall be:
		To be organized exclusively for charitable purposes as set forth in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”).
		To operate exclusively for provided employment opportunities for persons with mental disability and other similar problems.
		To engage in any lawful act, activity or business not contrary to and for which a nonprofit corporation may be formed under Chapter 1702 of the laws of the State of Ohio, and to have and exercise all powers conferred by the laws of the State of Ohio on nonprofit corporations.
4.	RESTRICTIONS:	No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Trustees, officers or other private person, except that the Corporation shall be authorized to pay reasonable compensation for services rendered, to make payment in furtherance of the purposes of the Corporation and to make distributions to its members as authorized by Chapter 1702 of the Ohio Revised Code. No substantial part of the activities of the Corporation shall be for carrying on propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code of 1986 (or any corresponding provision of any future United States internal revenue law, collectively referred to as the “Code”). The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.

		Notwithstanding anything to the contrary in these Articles of Incorporation, the Corporation may not engage in any activity which is not permitted to be engaged in by an organization exempt from federal income tax under Section 501(c)(3) of the Code.
5.	MEMBERS:	The sole member of the Corporation shall be
		VOCA Corporation
		The members of the Corporation may be a corporation whether profit or nonprofit, provided such members otherwise qualify as a member.
6.	TRUSTEES:	The Corporation shall be controlled and managed under the direction of a Board of Trustees. The names and addresses of persons who will serve as the initial Trustees of the Corporation are:

Donald A. Bradshaw

5555 Parkcenter Circle, Suite 200

Dublin, Ohio 43017

Anne M. Sturtz

5555 Parkcenter Circle, Suite 200

Dublin, Ohio 43017

Kevin H. King

5555 Parkcenter Circle. Suite 200

Dublin, Ohio 43017

7.	AMENDMENTS:	Any provision of these Articles of incorporation may be amended by the affirmative vote or a majority of the members of the Corporation at any meeting at which a quorum Is present, provided that such amendment shall be consistent with the applicable provisions of Chapter 1702 of the Ohio Revised Code.
8.	CERTAIN TRANSACTIONS:	No contract or other transaction shall be void or voidable with respect to this Corporation for the reason that it is between the Corporation and one or more of its Trustees or officers, or between the Corporation and any other person in which one or more of its trustees or officers are directors, trustees or officers, or have a financial or personal interest or for the reason that one or more interested Trustees or officers participate in or vote at the meeting of the “Trustees or a committee thereof which authorizes such contract or transaction; provided, however, that any such contract or other transaction shall be consistent with the

applicable provisions of Chapter 1702 of the Ohio Revised Code; and provided further that the material facts of the relationship or interest as to the contract or transaction are disclosed or known to the Trustees or applicable committee of the Trustees and the Trustees or committee, in good faith reasonably justified by such facts, authorized the contract or transaction by the affirmative vote of a majority of the disinterested Trustees, even though the disinterested Trustees constitute less than a quorum. The interested Trustees may be counted in determining the presence of a quorum in a meeting of the Trustees or of a committee thereof which authorized the contract or transaction.

DISSOLUTION

Upon the dissolution of the Corporation, any assets remaining shall be conveyed to such organization or organizations as shall be selected by the affirmative vote of a majority of the Board of Trustees, provided, however, that such organization or organizations shall be exempt from federal income taxation under Section 501(c)(3) of the Code.

          /s/ John W. Cook III

John W. Cook, III

Incorporator

ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being the Incorporator of Employ-Ability Unlimited. Inc. hereby appoints OSAC, Inc. an Ohio corporation authorized to serve as statutory agent, as agent upon whom process, notice or demand required or permitted by statute upon the Corporation way be served.

Its address is	100 South Third Street
	Columbus, Ohio .13215
	(Franklin County)

          /s/ John W. Cook III

John W Cook, III Incorporator

Date: April 30, 1996

AGENT ACCEPTANCE

     The undersigned hereby accepts appointment as agent upon whom process, notice or demand required or permitted by statute may be served,

OSAC, Inc.

The State of Ohio

Certificate

of filing ARN MIS TIC CHP

EMPLOY-ABILITY UNLIMITED, INC,

CERTIFICATE OF AMENDMENT TO ARTICLES OF

EMPLOY-ABILITY UNLIMITED, INC.	939794
	(Charter Number)

Donald E. Bradshaw, who is President and Anne M. Sturtz is Secretary of the above named Ohio corporation organized not for profit does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

X In a writing signed by all of the members who would be entitled to notice of a meeting or such other proportion not less than a majority as the articles of regulations permit, the following resolution of amendment was adopted:

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf oil the corporation, have hereto subscribed their names this 3rd day of March, 1997.

By	/s/ Donald E. Bradshaw	By	/s/ Anne M. Sturtz
	President		Secretary

FIRST AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
EMPLOY-ABILITY UNLIMITED,

     The undersigned, for purposes of amending the Articles of Incorporation of Employ-Ability Unlimited, Inc., art Ohio nonprofit corporation, do hereby state the following:

     That the Articles of Incorporation for Employ-Ability Unlimited, originally filed with the Ohio Secretary of State on April 30,1996, are hereby amended only with respect to the section described below:

3.	PURPOSE	The purposes for which the Corporation is formed shall be:
		To be organized exclusively for charitable purposes as set forth in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute “the Code”);
		To operate for providing employment opportunities for persons with mental retardation and other developmental disabilities;
		To provide housing opportunities for persons with mental retardation and other developmental disabilities;
		To engage in any lawful act, activity or business not contrary to and for which a nonprofit corporation may be formed under Chapter 1702 of the laws of the State of Ohio, and to have and exercise all powers conferred by the laws of the State of Ohio on nonprofit corporations.

     Be it resolved, that the sole member of the Corporation, VOCA Corporation, has adopted the Amendment to the Articles of Incorporation of Employ-Ability Unlimited, Inc. with respect to the above section this 3^rd of March, 1997, which shall supersede all sections relating to the Purpose of the Corporation, that have been previously filed.

VOCA Corporation
By:	/s/ Raymond H. Hayes
	Raymond H. Hayes, President

By:	/s/ Anne M. Sturtz
	Anne M. Sturtz, Secretary

As to the signature of Raymond H. Hayes:

     Raymond H. Hayes, being personally known to me, appeared and subscribed the above Amendment to the Articles of Incorporation of Employ-Ability Unlimited, Inc., in my presence this 3^rd day of March, 1997.

/s/ Kathryn H. Bell

Notary

As to the signature of Anne M. Sturtz:

     Anne M. Sturtz, being personally known to me, appeared and subscribed the above Amendment to the Articles of Incorporation of Employ-Ability Unlimited, Inc., in my presence this 3^rd day of March, 1997.

/s/ Kathryn H. Bell

Notary

EX-3.68

Exhibit 3.68

CODE OF REGULATIONS
OF
EMPLOY-ABILITY UNLIMITED, INC.

ARTICLE I

Members

Section 1.01 -Members

The sole member of this Corporation shall be those persons (including any corporation, whether profit or nonprofit) who is:

VOCA Corporation

Section 1.02 — Meetings

(a)	The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect dir- ors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.
(b)	Regular meetings of the members may be held at such periodic intervals between annual meetings and at such time as the Board of Trustees may specify.
(c)	Special meetings of the members may be called by the Chairman, if any, the President, any Vice President, a majority of the Board of Trustees or by fifty percent (50%) of the members.

Section 1.03 — Place of Meetings

Meetings of the members may be held at any place within or without the State of Ohio. If no designation is made, the place of the meeting shall be the principal office of the Corporation in the State of Ohio.

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Section 1.04 — Notice of Meeting

(a)	Each member shall furnish the Secretary with an address to which notices of meetings and other notices or correspondence may be addressed.
(b)	Written notice of the time and place of each meeting shall be given to each member either by personal delivery, or by mail, telegram or cable at least ten (10) but not more than sixty (60) days before each meeting.
(c)	The Secretary shall, upon the written request of any person or persons entitled to call a meeting of the members, deliver notice of such meeting to the members. If the Secretary refuses the request, the person or persons entitled to call a meeting of the members may give written notice to the members in the manner provided in this section.
(d)	Every notice of a special meeting of the members must state briefly the purpose specified by the person or persons calling such meeting. Any business other than that stated in the notice shall be taken up at such special meeting only with the unanimous written consent of the members.
(e)	Any member may waive notice of the time and place of any meeting of the members, either before or after the holding of the meeting.

Section 1.05 — Quorum and Manner of Action

(a)	A majority of the members shall constitute quorum for the transaction of business at any meeting of the members.
(b)	In the absence of a quorum at any meeting of the members, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given.
(c)	The act of a majority of the members present at a meeting at which a quorum is present shall authorize any action by the Corporation, unless a greater number is required by the Articles of Incorporation or this Code of Regulations.

Section 1.06 — Action Without Meeting

(a)	Any action which may be authorized or taken at a meeting of the members, may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all of the members.
(b)	Any such writings shall be filed with or entered upon the records of the Corporation.

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Section 1.07 -Voting

(a)	Each member shall be entitled, in person or by proxy, to one vote on each matter to be voted upon by the members, except that each member may vote for the number of Trustees to be elected by the member; provided, however, such member may not cumulate his or her votes for any one or more Trustees.
(b)	At any meeting of the members, any member who is entitled to attend and to execute consents or waivers, may be represented at such meeting, and execute such consents or waivers, and exercise any of his or her other rights, by proxy or proxies appointed by a writing signed by such person.

ARTICLE II

Board of Trustees

Section 2.01 — General Powers

The powers of the Corporation shall be exercised, its business and affairs conducted, and its property managed under the direction of the Board of Trustees, except as otherwise provided by the law of the State of Ohio, by the Articles of Incorporation, or by this Code of Regulations.

Section 2.02 — Bylaws

The Trustees may adopt Bylaws to govern its own proceedings so long as the Bylaws are consistent with the laws of the State of Ohio, the Articles of Incorporation and this Code of Regulations.

Section 2.03 — Number

(a)	The Board of Trustees shall consist of not less than three (3) nor more than fifteen (15) Trustees.
(b)	Without amendment to this Code of Regulations, the number of Trustees may be fixed or changed by resolution of the Board of Trustees.
(c)	No reduction of the number of Trustees shall have the effect of removing any Trustee prior to the expiration of his or her term of office.

Section 2.04 — Classification and Term

(a) Unless the Trustees are divided into classes as provided in paragraph (b), the terms of office of each Trustee shall be until the adjournment of the next

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succeeding annual meeting of the members, or an action in lieu thereof, or until a successor is elected as Trustee.

(b)

Without amendment to this Code of Regulations, the Trustees may be divided, by resolution of the members, into two (2) or three (3) classes with each class to consist of two (2) or such larger number of Trustees as the members shall determine. Each class shall be designated consecutively as Class 1, Class 11, and Class III, if any. All classes shall be initially elected at the annual meeting of the members coinciding with or next following adoption of the resolution classifying Trustees, and the initial term of office of each class shall be as follows: Class I shall be until the first such succeeding annual meeting; Class II shall be until the second such succeeding annual meeting; and Class III, if any, shall be until the third such succeeding annual meeting. Thereafter, the term of office of each class shall be until the second, or, if three (3) classes, the third annual meeting, or an action in lieu thereof, after the initial term of that class. Each Trustee of each class shall hold office until a successor is elected as Trustee.

Section 2.05 — Meetings

(a)	An annual meeting of the Board of Trustees for the consideration of reports and for such other business as may be brought before the meeting shall be held at such time on the first Monday of the fourth month of the fiscal year of the Corporation or on such other date as may be specified by the Trustees.
(b)	Regular meetings of the Board of Trustees may be held at such periodic intervals between annual meetings and at such time as the Trustees may specify.
(c)	Special meetings of the Board of Trustees may be called by the Chairman, if any, the President, any Vice President, or any two (2) Trustees.

Section 2.06 — Place of Meeting and Electronic Meetings

(a)	Meetings of the Board of Trustees may be held at any place within or without the State of Ohio. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State of Ohio.
(b)	Notwithstanding anything to the contrary, any meeting of the Board of Trustees may be held through any electronic communication pursuant to which each Trustee is able to hear each other Trustee participating or in any other manner permitted under the laws of the State of Ohio and such participation shall constitute attendance at such meeting.

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Section 2.07 — Notice of Meeting

(a)	Written notice of the time and place of each meeting of the Board of Trustees shall be given each Trustee either by personal delivery or by mail, telegram, or cable at least two (2) days before each meeting.
(b)	Any Trustee may waive notice of the time and place of any meeting of the Board of Trustees, either before or after holding of the meeting.

Section 2.08 — Quorum and Manner of Action

(a)	A majority of the authorized number of Trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees, except that a majority of the Trustees then in office constitutes a quorum for removing any Trustee or filling a vacancy in the number of Trustees.
(b)	In the absence of a quorum at any meeting of the Board of Trustees, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given.
(c)	The act of a majority of the Trustees present at a meeting at which a quorum is present shall authorize any action by the Board of Trustees, unless a greater number is required by the Articles of Incorporation, this Code of Regulation, or the Bylaws.

Section 2.09 — Action by Board of Trustees Without Meeting

(a)	Any action which may be authorized or taken at a meeting of the Board of Trustees, may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all of the Trustees.
(b)	Any such writing shall be filed with or entered upon the records of the Corporation.

Section 2.10 — Resignations

(a)	Any Trustee of the Corporation may resign at any time by giving written notice to the President or Secretary.
(b)	A resignation shall take effect at the time specified therein, and unless otherwise specified therein, shall become effective upon delivery. The acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation.

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Section 2.11 -Removal

(a)	Any Trustee may be removed, with cause, at any time by the affirmative vote of a majority of the Trustees then in office.
(b)	Any Trustee may be removed, with or without cause, at any time by the affirmative vote of a majority of the members at a special meeting of the members called for that purpose.
(c)	Any vacancy in the number of Trustees by reason of this section may be filled at the same meeting in the manner prescribed in Section 2.12.

Section 2.12 — Vacancies

(a)	The remaining Trustees, though less than a majority of the authorized number of Trustees, may, by a vote of a majority of their number, temporarily fill any vacancy for the offices of Trustee for the unexpired term.
(b)	The members of the Corporation shall have a right to fill any vacancy for the officer of Trustee, whether the vacancy has been temporarily filled by the remaining Trustees, at any special meeting of the members called for that purpose or at any annual meeting of the members. Any Trustee so elected by the members shall hold office until a successor is elected as Trustee.

Section 2.13 — Ex Officio Members

The Board of Trustees may appoint one or more persons as ex officio members of the Board of Trustees, which ex officio member or members shall be entitled to notice, to be present in person, to present matters for consideration and to take part in consideration of any business by the Board of Trustees at any meeting of the Board of Trustees, but which ex officio member or members shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in anyway for purposes of authorizing any act or transaction of business by the Board of Trustees.

ARTICLE III

Committees

Section 3.01 — Committees of Trustees

(a) The Board of Trustees may, by resolution, designate one or more committees, each of which shall consist of not less than three (3) Trustees, which committees to the extent provided in said resolution, shall have and exercise the authority of the Trustees in the management of the Corporation.

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(b)	The designation of such committees and the delegation thereto of such authority shall not operate to relieve the Board of Trustees, or any individual Trustee of any responsibility imposed by law.
(c)	Each committee shall serve at the pleasure of the Board of Trustees, shall act only in the intervals between meetings of the Board of Trustees, and shall be subject to the control and direction of the Board of Trustees.

Section 3.02 — Alternate and Ex Officio Members

(a)

The Board of Trustees may appoint one or more Trustees as alternate members of any committee, which alternate member or members may take the place of any absent member or members at any meeting of such committee.

(b)

The Board of Trustees may appoint one or more persons (including persons who are not Trustees) as ex officio members of any committee, which ex officio member or members shall be entitled to be present in person, to present matters for consideration and to take part in consideration of any business by the committee at any meeting of the committee, but which ex officio member or members shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in any way for purposes of authorizing any act or transaction of business by such committee.

Section 3.03 — Authority and Manner of Acting

(a)	Unless otherwise provided in this Code of Regulations or unless otherwise ordered by the Board of Trustees, any such committee shall act by a majority of its members (excluding ex officio members) at a meeting at such place or through electronic communication as permitted under the laws of the State of Ohio or by a writing or writings signed by all of its members (excluding ex officio members).
(b)	Any act or authorization of an act or transaction of business by any such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the Board of Trustees.

ARTICLE IV

Officers

Section 4.01 — Officers

The officers of this Corporation shall be a President, a Treasurer and a Secretary and such other officers or assistant officers as may be necessary, none of whom needs to be a Trustee. In addition, the Board of Trustees may elect a Chairman. More than one office may be held by the same person, but only a Trustee may serve as Chairman.

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Section 4.02 — Appointment and Term of Office

(a)	The officers of the Corporation shall be appointed from time to time by the Board of Trustees as it shall determine, and new offices may be created and filled at any meeting of the Trustees.
(b)	Each officer shall hold office until a successor shall have been appointed.

Section 4.03 — Resignation

(a)	Any officer or assistant officer may resign at any time by giving written notice to the Board of Trustees or to the President or Secretary.
(b)	A resignation shall take effect at the time specified therein, and unless otherwise specified therein, shall become effective upon delivery. The acceptance of such resignation shall not be necessary to make it effective unless so specified in the resignation.

Section 4.04 — Removal

(a)	Any officer or assistant officer may be removed by the Board of Trustees, with or without cause, at any time by the affirmative vote of the majority of the Board of Trustees.
(b)	Any vacancy by reason of this section may be filed at the same meeting of the Board of Trustees..

Section 4.05 — Duties of Officers

(a)	The Chairman, if any, shall preside at all meetings of the members and all meetings of the Board of Trustees.
(b)	The President shall be the chief executive officer of the Corporation, and shall, in the absence of the Chairman, preside at all meetings of the members and, unless another person is designated by the Board of Trustees, all meetings of the Board of Trustees.
(c)	Each of the President, the Secretary, the Treasurer and the Chairman, if any, shall have the authority jointly or severally to sign, execute and deliver in the name of the Corporation any deed, mortgage, bond, instrument, agreement or other document evidencing any transaction authorized by the Board of Trustees, except where the signing or execution thereof shall have been expressly delegated to another officer or person on the Corporation’s behalf.

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(d)	In the absence of any officer or assistant officer or for any other reason which the Board of Trustees may deem sufficient, the Board of Trustees may delegate the authorities and duties of any officer, or any assistant officer to any other officer, assistant officer or to any Trustee.
(e)	In addition to the foregoing, each officer or assistant officer shall perform all duties as may from time to time be delegated to each of them by this Code of Regulations or by the Board of Trustees or any committee of Trustees as provided herein.

ARTICLE V

Indemnification and Insurance

Section 5.01 — Indemnification

(a)

To the fullest extent not prohibited by applicable law, the Corporation shall indemnify each person who, by reason of being or having been a Trustee or officer of the Corporation, named or otherwise becomes or is threatened to be made a party to any such proceeding, and the Corporation by the Board of Trustees may indemnify any other person as deemed proper by the Board of Trustee, against any and all costs and expenses (including attorney fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements) actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding (or claim or other matter therein), whether civil, criminal, administrative or otherwise in nature, with respect to which such person is named or otherwise threatened to be made a party by reason of being or at any time having been a Trustee, officer, employee or other agent of or in a similar capacity with the Corporation, or by reason of being or at any time having been, at the direction or request of the Corporation, a director, trustee, officer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan.

(b)

Each request or case of or on behalf of any person who is or may be entitled to indemnification for reason other than by being or having been a Trustee or officer of the Corporation shall be reviewed by the Board of Trustees, and indemnification of such person shall be authorized by the Board of Trustees only if it is determined by the Board of Trustees that indemnification is proper in the specific case, and, notwithstanding anything to the contrary in this Code of Regulations, no person shall be indemnified to the extent, if any, it is determined by the Board of Trustees or by written opinion of legal counsel designated by the Board of Trustees for such purpose that indemnification is contrary to applicable law.

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Section 5.02 — Insurance

The Corporation may, as the Board of Trustees may direct, purchase and maintain such insurance on behalf of any person who is or at any time has been a Trustee, officer, employee or other agent of or in a similar capacity with the Corporation, or who is or at any time has been, at the direction or request of the Corporation, a director, trustee, officer, administrator, manager, employee, member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan against any liability asserted against and incurred by such person.

ARTICLE VI

Amendment

Section 6.01 — Amendment

This Code of Regulations may be amended from time to time by the members of the Corporation by an affirmative vote of the majority of the members.

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EX-3.69

Exhibit 3.69

ARTICLES OF INCORPORATION
OF
GENERAL HEALTH CORPORATION

ARTICLE I

NAME: The name of the corporation shall be: GENERAL HEALTH CORPORATION

ARTICLE II

PURPOSE: The purpose for which this corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the laws of the state of Arizona, as they may be amended from time to time.

ARTICLE III

INITIAL BUSINESS: The corporation initially intends to contract for services with local, state and federal government and social service agencies that serve children and families of Arizona. To do this the corporation may rent, lease and/or buy real property, improvements, materials, equipment or other items necessary for the legal and proper conduct of its functions. As this incorporation is initiated, the corporation is investigating opportunities to provide residential living and development services for Arizona youth.

ARTICLE IV

AUTHORIZED CAPITAL: The corporation shall have the authority to issue three million (3,000,000) shares of common stock of the the par value of one dollar ($1.00) per share.

ARTICLE V

STATUTORY AGENT: The name and address of the initial statutory agent of the corporation is:

Mr. David Treat

2211 N. 7th St.

Phoenix, Arizona 85006

ARTICLE VI

BOARD OF DIRECTORS: The five (5) incorporators and directors are one and the same. They shall have ownership rights, responsibilities and voting

privileges based upon the following percentages:

1.	Mr. Dennis R. Pickering (60%)	2.	Dr. Robert L. Pickering (15%)
	316 E. Bethany Home Rd.		5726 N. Central
	Phoenix, Arizona 85012		Phoenix, Arizona 85012
3.	Mr. Robert L. Pickering, II (10%)	4.	Mr. Timothy J. Pickering (10%)
	5501 N. Central		313 E. Rovey
	Phoenix, Arizona 85012		Phoenix, Arizona 85012
5.	Mr. Bretten D. Pickering (5%)
	1201 E. Drachman #169
	Tucson, Arizona 85719

Other members may be added as the Board of Directors qualify and the shareholders may elect.

Dated this 16th day of May, 1985.

EX-3.70

Exhibit 3.70

RESTATED AND AMENDED
BYLAWS OF
GENERAL HEALTH CORPORATION

ARTICLE I

OFFICES AND CORPORATE SEAL

     1.1. Offices. The Corporation shall maintain a principal office in the State of Arizona. The Corporation may maintain offices and transacts business at any place within or without the State of Arizona as the Board of Directors may designate.

     1.2. Corporate Seal. A corporate seal is not required on any instrument executed for the Corporation. If a corporate seal is used, it shall be entered into a circle having on its circumference “General Health Corporation” and in the center “Incorporated 1985 Arizona” or a circle having on its circumference the words “Corporate Seal.”

ARTICLE II

SHAREHOLDERS

     2.1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later then six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the elections of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors, at or within such time, shall riot work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called by the President or the Secretary and shall be called by the President at the written request of a majority of the Board of Directors or of shareholders owning a majority of the outstanding voting shares of the Corporation. A written request for and the notice of a special meeting of shareholders shall state the purpose of the meeting and the business transacted at the meeting shall be limited to the purposes stated in the notice.

     2.3. Place of Meetings. The Board of Directors, the President, or the Secretary shall fix the time and place of all meetings of the shareholders.

     2.4. Notice of Meeting. Written 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, unless otherwise prescribed by statute, be delivered not less than ten nor more than sixty days before the date of 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 his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

     2.5. Voting. Subject to the Articles of Incorporation and the requirement for cumulative voting for the election of directors, each shareholder is entitled to one vote, in person or by proxy, for each voting share held of record.

     2.6. Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, 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 shall 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, prior to the date on which the particular action requiring such determination of shareholders is to be taken. 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 adjourned meeting of the shareholders unless a new record date is fixed by the Board of Directors.

     2.7. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each_ Such 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 for the purposes thereof.

     2.8. Quorum and Adjournment. Except as otherwise provided by statute, the holders of a majority of the shares entitled to vote at any meeting of the shareholders, present in person or by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting, the shareholders present and entitled to vote may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. At an adjourned meeting, when a quorum is present, the shareholders may transact any business they might have transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed forth(,- adjourned meeting, the Corporation shall give notice of the adjourned meeting to each shareholder entitled to vote at the adjourned meeting.

     2.9. Majority Required. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present and voting shall decide any question brought before the meeting, unless an express provision of a statute or of the Articles of Incorporation requires a different vote.

     2.10. Action Without Meeting. The shareholders may take any action they could take at a meeting without a meeting, without prior notice and without a vote, if the holders of all shares entitled to vote on the act sign a written consent setting forth the action taken. Such a consent may be signed in counterparts.

     2.11. Waiver of Notice. Attendance of a shareholder at a meeting shall constitute waiver of notice unless the shareholder objects at the commencement of the meeting that the meeting is

not lawfully called or convened. Any shareholder may waive notice of a meeting of shareholders by executing a written waiver of notice.

ARTICLE III

DIRECTORS

     3.1. Number and Election. The Board of Directors shall consist of three directors. Except as provided in these Bylaws for the filling of vacancies, the shareholders shall elect the directors at the annual meeting. Each director shall hold office until the next annual meeting and until a successor is elected and qualifies, or until such director’s earlier resignation or removal. Directors need not be shareholders.

     3.2. Vacancies. A majority of the directors then in office, though less than a quorum, or a sole remaining director may fill vacancies and newly created directorships. A director so chosen shall hold office until the next annual meeting and until a successor is elected and qualifies, or until such director’s earlier resignation or removal.

     3.3. Powers. The Board of Directors shall manage the business of the Corporation and may exercise all powers of the Corporation and do all lawful acts and things permitted by statute or by the Articles of Incorporation.

     3.4. Place of Meetings. The Board of Directors of the Corporation may hold its meetings either in or out of Arizona. The Board of Directors, the President or the Secretary shall fix the time and place of all meetings of the directors.

     3.5. Annual Meetings. The Board of Directors shall hold its annual meeting immediately following the annual meeting of shareholders at the place announced at the annual meeting of shareholders. No notice is necessary to hold the annual meeting, provided a quorum is present. If a quorum is not present, the annual meeting shall be held at the next regular meeting or at a special meeting.

     3.6. Regular Meetings. The Board of Directors may hold regular meetings without notice.

     3.7. Special Meetings. The President or Secretary may, and on written request of two directors shall, call special meetings of the Board of Directors on not less than two day’s notice to each director personally or by telegram, facsimile or telephone, or on not less than five days’ notice to each director by mail.

     3.8. Quorum. A majority of the members of the Board of Directors then in office shall constitute a quorum of the Board of Directors. Except as may be specifically provided by statute or the Articles of Incorporation, the concurrence of a majority of those present and voting shall be sufficient to conduct the business of the Board. If a quorum is not present, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     3.9. Action Without Meeting. The Board of Directors may take any action without a meeting if all directors consent to the action in writing. The writing or writings shall be filed with the minutes of the Board of Directors.

     3.10. Waiver of Notice. Attendance of a director at a meeting shall constitute waiver of notice unless the director objects at the commencement of the meeting that the meeting is not lawfully called or convened. Any director may waive notice of any meeting by executing a written waiver of notice.

     3.11. Compensation. The Corporation may pay, or reimburse the directors for, the expenses of attendance at each meeting of the Board of Directors or a committee of the Board of Directors. The Corporation may pay the directors a fixed sum for attendance at each meeting or a stated salary as director. Such payment shall not preclude any director from serving the Corporation and receiving compensation in any other capacity. The Board of Directors shall establish and set forth in its minutes the amount or rate of compensation of directors.

ARTICLE IV

OFFICERS

     4.1. Appointment of Officers. The Board of Directors at the annual meeting shall appoint the officers of the Corporation including at least a President, Vice President, Secretary and Treasurer. The Board of Directors may appoint such other officers and agents as it deems necessary or appropriate. Any number of offices may be held by the same person, except for the offices of President and Secretary which may not be held by the same person. Officers may be but need not be directors or shareholders of the Corporation.

     4.2. Tenure and Duties of Officers. Officers shall hold their offices at the pleasure of the Board of Directors, shall have the titles designated by the Board of Directors, and shall exercise the powers and perform the duties determined from time to time by the Board of Directors.

     4.3. Compensation. The Board of Directors shall determine from time to time the compensation of the officers. An officer shall not be prevented from receiving compensation because of service as a director. The minutes of the meetings of the Board of Directors shall set forth the compensation of the officers or the method of fixing the compensation of the officers.

     4.4. Vacancies. The Board of Directors may fill at any time a vacancy in any office because of death, resignation, removal, disqualification or otherwise.

     4.5. Chairman of the Board. The Chairman of the Board, if one is appointed and serving, shall preside at all meetings of the shareholders and of the Board of Directors and shall perform any other duties the Board of Directors assigns.

     4.6. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, certificates for shares of the Corporation, any deeds, mortgages, bond, contracts, or other instruments which the Board of Directors.’ has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or

executed; and in general 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.

     4.7. Vice President. In the absence of the President or in event of his death, inability or refusal to act, the Vice President 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 President shall perform such other duties as from time to time may be assigned by the Board of Directors.

     4.8. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders, the Board of Directors and committees established by the Board of Directors in one or more minute 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; (d) keep a register of the 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, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     4.9. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) 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 depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. If required by Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with sureties as the Board of Directors shall determine.

ARTICLE V

COMMITTEES

     5.1. Committees. The Board of Directors may establish regular or special committees including an Executive Committee of the Board of Directors. The resolution establishing a regular or special committee shall set forth its powers and duties. In the discretion of the Board of Directors, persons serving on a regular or special committee, other than the Executive Committee, need not be directors. The Corporation may pay members of regular or special committees compensation for attending committee meetings.

     5.2. Minutes of ,Committee Meetings. The chairman of each regular or special committee designated by the Board of Directors shall keep, or cause to be kept, minutes of meetings of such committees and shall file the minutes with the Secretary of the Corporation.

ARTICLE VI

INDEMNITY

     6.1. Indemnification. Except as provided in these Bylaws, the Corporation shall hold harmless and indemnify each of its directors and officer-, and may hold harmless and indemnify such employees and agents, as may be designated by the Board of Directors from time to time (“indemnitee”) against any and all liability and expenses incurred by indemnitee in connection with any threatened or actual proceeding or legal action resulting from indemnitee’s service to Corporation or to another entity at Corporation’s request.

     6.2. Exclusions. Except insofar as permitted by law, the Corporation shall not indemnify indemnitee for acts listed in A.R.S. § 10-202B.1.

     6.3. Procedure. Indemnitee shall notify the Corporation promptly of the threat or commencement of any proceeding or legal action with respect to which indemnitee intends to seek indemnification. The Corporation shall be entitled to assume indemnitee’s defense with counsel reasonably satisfactory to indemnitee, unless indemnitee provides the Corporation with an opinion of counsel reasonably concluding that there may be a conflict of interest between indemnitee and the Corporation in the defense of the proceeding or legal action. If the Corporation assumes the defense, the Corporation shall not be liable to indemnitee for legal or other expenses subsequently incurred by indemnitee.

     6.4. Expense Advances. The Corporation shall advance automatically expenses, including attorneys’ fees, incurred or to be incurred by indemnitee in defending a proceeding or legal action upon receipt of notice of the expenses. If required by law, before advancing any expenses the Corporation may require that an indemnitee or a representative promise to repay the advances if a final judicial decision (after expiration or exhaustion of any appeal rights) determines that indemnitee is not entitled to be indemnified for such expenses.

     6.5. Settlement of Claims. The Corporation shall not be obligated to indemnify indemnitee for any amounts incurred in settlement if settlement is made without the Corporation’s prior written consent. The Corporation shall not enter into any settlement that would impose any penalty or limitation on indemnitee without indemnitee’s prior written consent. Neither the Corporation nor indemnitee will unreasonably withhold consent to any proposed settlement.

     6.6. Effect of Repeal. In order that indemnitee may rely on the indemnification promised by this Article, no repeal or amendment of this Article shall reduce the right of indemnitee to payment of expenses or indemnification for acts of indemnitee taken before the date of repeal or amendment.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     7.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

     7.2. 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.

     7.3. Checks. 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.

     7.4. 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 depositories as the Board of Directors may select.

ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     8.1. Certificates for Shares. Certificates representing shares of the stock 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 or by such other officers authorized by law and by the Board of Directors so to do. All certificates for shares shall be consecutively numbered or otherwise identified. 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. 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 therefore upon such terms and indemnitee to the Corporation as the Board of Directors may prescribe.

     8.2. Transfer of Shares. Transfer of shares of the Corporation. shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, 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 certificates for 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.

ARTICLE IX

FISCAL YEAR

     The fiscal year of the Corporation shall end on the 30th day of December of each year.

ARTICLE X

AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

     The foregoing Bylaws are certified to have been adopted by the Board of Directors of the General Health Corporation, on the 27^th day of August, 1996.

/s/

President

EX-3.71

Exhibit 3.71

ARTICLES OF INCORPORATION

OF

HABILITATION OPPORTUNITIES OF OHIO, INC.

     The undersigned, who is a citizen of the United States of America, desiring to form a corporation for profit under the General Corporation Law of Ohio, does hereby certify:

     FIRST: The name of said corporation shall be “Habilitation Opportunities of Ohio, Inc.”

     SECOND: The place in the State of Ohio where the corporation’s principal office is to be located is 3576 Blue Rock Road, Cincinnati, Hamilton County, Ohio.

     THIRD: The purpose or purposes for which it is formed are:

          a. To do any type of business and activities which a corporation may be empowered to engage in under the General Corporation Law of Ohio.

          b. To acquire by purchase, lease, exchange or otherwise, to own, hold, use, manage, develop, plat, improve, mortgage, and to sell, lease, mortgage, exchange and otherwise deal in real estate and any interest or right therein either for its own account or for the account of others; to own, erect, construct, rebuild, repair, manage and control, lease, buy and sell houses, apartments, offices, warehouses, shops, factories, and nay and all other types of buildings and structures; and to make and obtain loans on real estate, and to buy, sell, own, and otherwise deal in, mortgage bonds and notes, land contracts, land trust certificates, leases and other evidences of indebtedness secured by real estate or by a lien thereon or any interest therein.

          c. To enter into, make, perform and carry out contracts of any kind and description made for any lawful purpose, without limit as to amount, with any person, firm, association, or corporation, either public or private, or with any territory or government or agency thereof.

          d. To borrow money; to draw, make, accept, endorse, transfer, assign, execute, and issue bonds, debentures, whether convertible or not, promissory notes and other evidences of indebtedness, for any purposes; to convey, transfer, lease, assign, deliver, mortgage or pledge any or all of its property or assets upon such terms and conditions as the Board of Directors shall authorize.

          e. To become surety for, endorse or otherwise guarantee the payment of principal of or interest on any notes, debentures, bonds, coupons, mortgages or other securities issued or created by any person, firm, associate or corporation.

          f. To acquire, hold, sell, reissue or cancel any shares of its own stock at such price and upon such terms and conditions as may be agreed between the Board of Directors of the corporation and the seller or sellers of such shares.

          g. To acquire all or any part of the goodwill, rights, property, business, or securities of any corporation, association, partnership, firm, trustee, syndicate, combination, organization, other entity, or individuals, domestic or foreign, heretofore or hereafter engaged in any business similar to the business of the corporation or otherwise, and to pay for the same in cash, or in shares or obligations of the corporation or otherwise, and to hold, utilize, enjoy and in any manner dispose of the whole or in any part of the rights and property so acquired, and to assume in connection therewith any liabilities of any such corporation, association, partnership, firm, trustee, syndicates, combination, organization, individual or other entity, domestic or foreign and to conduct in the State of Ohio in any other state, territory, locality or country, the whole or in part of the business thus acquired, provided such business in not prohibited by the laws of the State of Ohio.

          h. To cause to be formed, merged or reorganized any corporation, domestic or foreign, as may aid or advance the objects and purposes of this corporation.

          i. To change substantially its purpose or purposes at any time and from time to time; and such change, authorized or approved by the holders of shares entitling them to exercise the proportion of the voting power of the corporation now or hereafter required by these articles or by law, shall be binding and conclusive upon every shareholder of the corporation as fully as if such shareholder had voted therefore, and no shareholder, notwithstanding that he may be voted against such change or may have objected in writing thereto, shall be entitled to payment of the fair cash value of his shares.

          j. To exercise all powers and privileges now or hereafter conferred by the laws of the State of Ohio upon corporations formed under the General Corporation Law of Ohio or any act amendatory or supplemental thereto or substituted therefore.

          k. The foregoing clauses are to be construed both as object and powers, and the enumeration herein of specific objects and powers shall not be held to limit or restrict in any manner the general powers of the corporation, it being hereby expressly provided that none of the purposes and objects specified in paragraphs (a) through (i) shall be deemed subsidiary or auxiliary merely to the objects mentioned in paragraph (a) above, but the corporation shall have full power to exercise all or any of the powers conferred by any part of this statement of purposes, in any part of the world, and notwithstanding that the business, undertaking, property, or accounts proposed to be transacted, acquired, dealt with or performed do not fall within the objects set forth in paragraph (a) above.

     FOURTH: The maximum number of shares which the corporation is authorized to have outstanding is 750 shares without par value, designated as common stock.

     Such shares without par value may be issued pursuant to subscription taken by the Incorporator for such kind and amount of consideration as the Incorporator may determine, and,

after organization for such amount or amounts and kind or kinds of consideration as may, from time to time, be fixed by the Board of Directors.

     The Board of Directors may in its discretion fix different amounts or kinds of consideration for the issuance of shares, now or hereafter authorized, without par value, whether issued at the same or different times and may, in its discretion, determine that only a part of the amount or amounts of consideration received by the corporation shall be stated capital.

     Any and all shared without par value so issued, for which the consideration fixed by the Incorporator or by the Board of Directors has been paid, shall be fully paid and nonassessable.

     FIFTH: The amount of capital with which the corporation shall begin business is Five Hundred Dollars ($500.00).

     SIXTH: The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation or of its shareholders or its directors or for the purpose of creating and defining the rights and privileges of the shareholders among themselves:

          a. These Articles of Incorporation or any part thereof may only be amended, altered or changed by the affirmative vote of the holders of a majority of the shares entitled by law to vote thereon.

          b. Action on any matter at any shareholders’ meeting, regarding which the statues of Ohio provide that unless otherwise provided in the Articles of Incorporation or regulations of a corporation there shall be the affirmative vote of a larger proportion than the holders of a majority of the shares entitled to vote thereon, may be taken on such matters by the affirmative vote of the holders of a majority of shares entitled by law to vote thereon.

          c. The Board of Directors is authorized to fix, determine or vary the amount of working capital of the corporation and to determine what part, if any, of its surplus, however created or arising, should be used, disposed of, or declared in dividends or paid to shareholders, and to the extent that the authority to do the same may be granted under these Articles of Incorporation, the Board of Directors shall have the power, without any action by shareholders, to sue and apply such surplus or any part thereof, at any time or from time to time, to purchase, hold, sell and reissue any of the corporation’s shares, bonds, debentures, notes or other evidences of indebtedness as it deems expedient.

          d. No holder of shares of the corporation of any class shall be entitled as such, as a matter or right, to subscribe for or purchase shares of any class, now or hereafter authorized, or to purchase or subscribe for, securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertained any warrants or rights entitling the holder thereof to subscribe for or purchase shares except such rights or subscription or purchase, if any, at such price or prices and upon such terms and conditions as the Board of Directors in its discretion from time to time may determine.

          e. No director or officer shall be disqualified by his office from dealing or contracting with the corporation as vendor, purchaser, employee, agent or otherwise, nor shall any of its transactions, contracts or acts be void or voidable or in any way affected or invalidated because any director or officer, or any firm of which any director or officer is a member, or any corporation of which any director or officer is a shareholder or director or officer, is in any way interested in such transactions, contracts or acts, provided the fact that such director or officer, firm or corporation so interested is disclosed or is made known to the Board of Directors, or such members thereof as are present at any meeting of the Board of Directors at which action upon any such transactions, contracts or acts is taken; nor shall any such director or officer be accountable or responsible to the corporation for any such transactions, contracts or acts, or for any gains or profits realized by him because of the fact that he, or any firm of which he is a member, or any corporation of which he is a shareholder, director or officer is interested in such transactions, contracts or acts; and any such director or officer may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action in respect to any such transactions, contracts or acts, and may vote thereat to authorize, ratify or approve any such transactions, contracts or act with like force and effect, as if he, or any firm of which he is a member, or any corporation of which he is a shareholder, director or officer was not interested in any such transactions, contracts or acts.

     IN WITNESS WHEREOF, we have hereunto subscribed our names this 17 day of January, 1989.

/s/ Thomas W. Todd

Thomas W. Todd, Incorporator

/s/ Lizabeth A. Calihan

Lizabeth A. Calihan, Incorporator

/s/ Sharon A. Smith

Sharon A. Smith, Incorporator

Provided by Sherrod Brown
Secretary of State

CONSENT FOR USE OF SIMILAR NAME

     On the 23^rd day of January, 1989, the BOARD OF DIRECTORS (TRUSTEES) of Habilitation Opportunities, Inc. (Charter or License No.) 687235 passed the following resolution:

     RESOLVED, that Habilitation Opportunities, Inc. gives it consent to

(Name of Corporation giving Consent)

Habilitation Opportunities of Ohio, Inc. to use the name Habilitation Opportunities of Ohio, Inc.

Date: 1/23/89	Signed	/s/ Sharon Smith
		Secretary or Assistant Secretary of
		Consenting Corporation

NOTE: This document MUST BE SIGNED by the SECRETARY or ASSISTANT SECRETARY of the consenting corporation, pursuant to Section 170.05(A) of the Ohio Revised Code.

ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being the sole Incorporators of Habilitation Opportunities of Ohio, Inc., hereby appoint Tom Todd, a natural person resident in the county in which the corporation has its principal office, upon whim any process, notice or demand required or permitted by statute to be served upon the corporation may be served. His complete address is 3576 Blue Rock Road, Cincinnati, Hamilton County, Ohio 45239.

/s/ Thomas Todd

Thomas Todd

/s/ Lizabeth A. Calihan

Lizabeth Calihan

/s/ Sharon Smith

Sharon Smith

Cincinnati, Ohio

January 17, 1989

Gentlemen:

     I hereby accept appointment as agent of your corporation upon whom process, tax notices and demands may be served.

/s/ Thomas Todd

Thomas Todd

EX-3.72

Exhibit 3.72

AMENDED & RESTATED
CODE OF REGULATIONS OF
HABILITATION OPPORTUNITIES OF OHIO, INC.

ARTICLE I

PRINCIPAL OFFICE

     The place of the principal office of the corporation in the State of Ohio is the City of Cincinnati, Hamilton County.

ARTICLE II

SHAREHOLDERS

     SECTION 1. Annual Meetings. The annual meeting of the shareholders of the corporation shall be held at the principal office of the corporation in the State of Ohio, or at such other place within or without the State of Ohio as may be determined by the board of directors and as shall be designated in the notice of said meeting, no later than the last day of the fourth month following the close of each fiscal year, on such date and at such time as the board of directors shall determine, for the purpose of electing directors, for the consideration of reports to be laid before the meeting, and for the transaction of such other business as may properly be brought before the meeting.

     If the election of directors is not held at any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. At such meeting the shareholders may elect the directors and transact other business with the same force and effect as at an annual meeting.

     SECTION 2. Special Meetings. Special meetings of the shareholders shall be held at the principal office of the corporation in the State of Ohio, or at such other place within or without the State of Ohio as may be designated in the notice of said meeting.

     SECTION 3. Calling Meetings. All meetings of the shareholders shall be called upon the written request of: (1) the chairman of the board, if any, or the president, or in case of the absence, death or disability of both, the vice president authorized to exercise the authority of the president; (2) the directors, by action at a meeting or by a majority of the Directors acting without a meeting; or (3) shareholders holding at least twenty-five percent (25%) of all shares entitled to vote at the meeting. Calls for such meetings shall specify the time, place and purpose thereof. No business other than that specified in the call shall be considered at any special meeting.

     SECTION 4. Notice and Purpose of Meetings. Written notice of the purpose or purposes and of the day and hour and the place within or without the State of Ohio of every meeting of shareholders shall be given, by or at the direction of the president or the secretary, either personally or by mail, not less than seven days nor more than sixty days before the date of the meeting to each shareholder of record entitled to notice of such meeting. Such notice shall be

directed to each shareholder at his address as it appears on the records of the corporation unless he shall have filed with the secretary of the corporation a written request that notices intended for him be sent to some other address, in which case it shall be mailed or delivered to the address designated in such request. Notice shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or personally delivered. Such further notice shall be given as may be required by law. Except as otherwise expressly provided by statute, no publication of any notice of a meeting of shareholders shall be required. Notice of any meeting of shareholders may be waived in writing, either before or after the holding of the meeting, by any shareholder, which writing shall be filed with the records of the meeting. The attendance of a shareholder at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed a waiver by him of notice of the meeting. Except where otherwise required by law, notice of adjournment of a meeting of the shareholders of the corporation need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

     SECTION 5. Quorum. Except as otherwise required by the statutes of Ohio, shareholders holding a majority of shares entitled to notice of the meeting shall constitute a quorum at any and all meetings of shareholders. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn any meeting from time to time.

     SECTION 6. Organization. Meetings of the shareholders shall be presided over by the chairman of the board, if any, or if he is not present or there is no person filling that office, by the president, or if they are not present, by a vice president, or if none of the foregoing is present, by a chairman to be chosen by a majority of the shareholders entitled to vote who are present in person or by proxy at the meeting. The secretary of the corporation, or in the absence, an assistant secretary, shall act as secretary of every meeting, but if neither the secretary nor an assistant secretary is present, the meeting shall choose any person present to act as secretary of the meeting.

     SECTION 7. Voting. Except in the election of directors, in which shareholders shall be entitled to cumulate their votes upon compliance with the provisions of the Ohio General Corporation Law, and except as otherwise provided in the articles, these regulations, or in the laws of the State of Ohio, at every meeting of the shareholders, each shareholder entitled to vote at such meeting shall have one vote in person or by proxy for each share of stock held by him and registered in his name on the books of the corporation as of the applicable record date. Any vote on shares of the corporation may be given by the shareholder entitled thereto in person or by proxy appointed by an instrument in writing executed by such shareholder. A telegram, cablegram, or telex communication appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is a sufficient writing. No appointment of a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force. Except as otherwise required by statute, the articles, or these regulations, or in electing directors, all matters coming before any meeting of the shareholders shall be decided by the vote of a majority in interest of the shareholders of the corporation present in person or proxy at such meeting and entitled to vote thereat, a quorum being present. At all elections of directors the candidates receiving the greatest number of votes

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shall be elected. If notice in writing is given by any shareholder entitled to vote to the president, a vice president, or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding the meeting of the shareholders for the purpose of electing directors if notice of such meeting has been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that he desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder entitled to vote has the right to cumulate such voting power as he possesses and to give one candidate as many votes as the number of directors to be elected multiplied by the number of his votes equals, or to distribute his votes on the same principle among two or more candidates, as he sees fit.

     SECTION 8. Record Date of Shareholders. For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled to: (1) receive notice of or to vote at a meeting of shareholders; (2) receive payment of any dividend or distribution; (3) receive or exercise rights of purchase of, or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect thereto; or (4) participate in the execution of written consents, waivers, or releases; the board of directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in (1), (2) and (3) above, shall not be more than sixty days preceding the date of the meeting of the shareholders or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be. The directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for in this Section 8, including the date of the meeting of shareholders and the period ending with the date, if any, to which it is adjourned.

     SECTION 9. List of Shareholders. Upon request of any shareholder at any meeting of shareholders, there shall be produced at such meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date who are entitled to vote, showing their respective addresses and the number and class of shares held by each. Such list or lists when certified by the officer or agent in charge of the transfer of shares shall be prima facie evidence of the facts shown therein.

     SECTION 10. Inspectors of Election. The directors in advance of any meeting of shareholders, may appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the officer or person acting as chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment. In case any person appointed as inspector fails to appear or to act, the vacancy may be filled by appointment made by the directors in advance of the meeting, or at the meeting by the officer or person acting as chairman. If there are three or more inspectors, the decision, act, or certificate of a majority of them shall be effective in all respects as the decision, act, or certificate of all. The inspectors shall determine the number of shares outstanding, the voting rights with respect to each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; receive votes, ballots, consents, waivers, or releases; hear and determine all challenges and questions arising in connection with the vote; count and tabulate all votes, consents, waivers and releases; determine and announce the result; and do such acts as are

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proper to conduct the election or vote with fairness to all shareholders. On request of any director, officer or shareholder of the corporation, the inspectors shall make a report in writing of any challenge, question, or matter determined by them and execute a certificate of any fact found by them.

     SECTION 11. Informal Action. Any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the corporation.

ARTICLE III

DIRECTORS

     SECTION 1. Powers, Number, Qualification, Term Quorum and Vacancies. All of the authority of the corporation shall be exercised by or under the direction of the board of directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or these regulations.

     The initial board of directors shall consist of three (3) persons. Except as hereinafter provided, directors shall be elected at the annual meeting of the shareholders and each director shall be elected to serve until his or her successor is elected or until his earlier resignation, removal from office or death. The number of directors may be increased or decreased from time to time by the shareholders entitled to vote for directors. If the number of directors is increased, the additional directors may be elected by said shareholders. The number of directors shall never be less than three except that, if all of the shares of the corporation are owned of record by one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

     Directors need not be shareholders.

     A majority of the whole authorized number of directors shall be necessary to constitute a quorum for a meeting of the directors, except that a majority of the directors in office shall constitute a quorum for filling a vacancy in the board when the board is authorized to fill a vacancy. 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.

     The office of a director becomes vacant by reason of death, resignation or removal as provided by Section 1701.58 of the Ohio General Corporation Law and Section 5 of this Article III. In the event that the shareholders shall remove a director or directors or shall increase the number of directors, they may elect, at the meeting effecting the removal or the increase, a director to fill the vacancy or vacancies resulting therefrom. In the event that the shareholders do not fill such vacancy at such meeting, or an adjournment thereof, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill such vacancies. The board may in a similar manner fill any

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vacancy not resulting from a removal of a director by the shareholders or an increase in the number of directors.

     If the membership of the board of directors at any time falls below the number necessary to constitute a quorum, and the remaining directors are unable to elect a successor or successors to reconstitute such a quorum, a special meeting of shareholders shall be called and such number of directors shall be elected thereat as may be necessary to bring the board of directors to its full membership.

     SECTION 2. Meeting. Meetings of the board of directors shall be held at such place within or without the State of Ohio as may from time to time be fixed by resolution of the board of directors, or as may be designated in the notice calling the meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and special meetings may be held at any time upon the call of the chairman of the board, if any, the president, any vice president, or any two directors by oral, telegraphic, cabled, telexed or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Notices of meetings need not specify the purposes of the meeting. A meeting of the board of directors may be held without notice immediately after a meeting of shareholders at which the directors are elected. Notice need not be given of regular meetings of the board of directors held at times fixed by resolution of the board of directors. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. Notice of the time, place, and purpose of any meeting may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.

     SECTION 3. Executive and Other Committees. Whenever the number of directors is more than three, the board of directors, in its discretion, may designate three or more directors to constitute an executive committee or other committees, which shall have and may exercise such powers of the board of directors in the management of the corporation as may be conferred or authorized by the resolutions appointing them. Such committee or committees shall act only during the intervals between meetings of the directors and shall not have the power to fill vacancies among the directors or in any such committee. A majority of the whole of such committee may determine its action and fix the time and place of its meetings, unless the board of directors otherwise provides. The board of directors shall have the powers at any time to fill vacancies in, to change the membership of, or to discharge any such committee and to appoint one or more directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of the particular committee.

     SECTION 4. Provisional Director. A provisional director may be appointed by the appropriate Court of Common Pleas in accordance with the provisions of Section 1701.911 of the Ohio Revised Code, and all provisions of these regulations shall be read as being subject to, and qualified by, that Section.

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     SECTION 5. Removal of Directors. All the directors, or all the directors of a particular class, or any individual director, may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed, provided that unless all the directors, or all the directors of a particular class, are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal which, if cumulatively voted at an election of all the directors, or all the directors of a particular class, as the case may be, would be sufficient to elect at least one director.

     SECTION 6. Informal Action. Any action which may be authorized or taken at a meeting of the directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the directors, which writing or writings shall be filed with or entered upon the records of the corporation.

     SECTION 7. Compensation. Each director shall receive such compensation for his attendance at any regular or special meeting of the board of directors or any committee thereof as may be fixed from time to time by the board of directors. Each director shall be reimbursed for his reasonable expenses incurred in attending meetings of the board of directors or any committee thereof.

     SECTION 8. Meetings by Means of Communications Equipment Any meeting of the board of directors and any committee of directors may be held through the use of the telephone or any other communications equipment if all persons participating can hear each other. Participation in such a meeting constitutes presence at a meeting of the board of the directors or committee of directors, as the case may be.

ARTICLE IV

OFFICERS

     SECTION 1. Number. The board of directors, as soon as feasible after the election thereof held in each year, shall elect a president, a secretary and a treasurer, and from time to time may elect or appoint a chairman of the board, one or more vice presidents and such assistant secretaries, assistant treasurers and other officers as it may deem necessary. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the articles, the regulations, or the bylaws, if any, to be executed, acknowledged, or verified by two or more officers. The chairman of the board, if any, shall be elected from among the directors.

     SECTION 2. Terms and Removal. The term of office of all officers shall be one year and until their respective successors are elected and qualify, but any officer may be removed from office, either with or without cause, at any time by the board of directors. 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. Powers and Duties. The officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and

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duties as may be conferred from time to time by the board of directors. The vice president or vice presidents, the assistant secretary or assistant secretaries, and the assistant treasurer or assistant treasurers, in the order of their respective seniorities, in the absence or disability of the president, secretary or treasurer, respectively, shall perform the duties of such officer and shall generally assist the president, secretary or treasurer, respectively.

     SECTION 4. Bond. Any officer or employee may be required by the board of directors to give bond at the expense of the company. Any such bond shall be in such amount, on such terms, and with such sureties as the board of directors may approve. The board of directors may delegate the authority to approve bonds to any officer or committee of the board.

ARTICLE V

CERTIFICATES REPRESENTING SHARES

     SECTION 1. Form and Transfer. Each holder of shares shall be entitled to one or more certificates signed by the chairman of the board, if any, or the president or a vice president and by the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, which shall certify the number and class of shares held by him in the corporation and shall contain such special statements as may be prescribed by the Ohio General Corporation Law. No certificate for shares shall be executed or delivered until such shares are fully paid. When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the corporation may be facsimile, engraved, stamped, or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to such a certificate ceases to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered. The corporation may, but need not, issue a certificate for or including a fraction of a share or may otherwise act in this regard in accordance with the terms and conditions of the Ohio General Corporation Law.

     SECTION 2. Lost, Stolen, Destroyed or Mutilated Certificates. The provisions of the Ohio General Corporation Law, and such other provisions of law as may be referred to therein, shall govern in respect of lost, stolen, destroyed or mutilated certificates for shares of the corporation.

     SECTION 3. Transfer Agents and Registrars. The corporation may open transfer books in any state for the purpose of transferring shares issued by it, and it may employ agents to keep the records of its shares, or to transfer or to register shares, or both, in any state. The duties and liabilities of such agents shall be such as are agreed to by the corporation. If no such transfer agent is appointed by it to act in the State of Ohio, the corporation shall keep an office in the State of Ohio at which shares are transferable, and at which it keeps books in which are recorded the names and addresses of all shareholders and all transfers of shares.

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ARTICLE VI

INDEMNIFICATION

     SECTION 1. The corporation shall indemnify 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, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s 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 (1) 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 (2) with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

     SECTION 2. The corporation shall indemnify 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, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against expenses, including attorney’s 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 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 of common pleas, 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 as the court of common pleas or such other court shall deem proper.

     SECTION 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney’s fees; actually and-reasonably incurred-by-him in connection therewith.

     SECTION 4. Any indemnification under Sections 1 and 2 of this article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a

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determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this article. Such determination shall be made (1) by a majority vote of a quorum consisting of directors of this corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, or (2) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified within the past five years, or (3) by the shareholders or (4) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under Section 4(1) of this article or by independent legal counsel under Section 4(2) of this article shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the corporation under Section 2 of this article, and within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

     SECTION 5. Expenses, including attorney’s fees, incurred in defending any action, suit, or proceeding referred to in Sections 1 and 2 of this article, may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this article.

     SECTION 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles or other provisions of these regulations or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in any such person’s 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, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     SECTION 7. 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 this article.

     SECTION 8. If this corporation is the surviving corporation in a merger, the indemnification rights given by this Article VI shall inure to the benefit of directors, officers, employees, agents or other persons acting for or associated with any constituent corporation in the capacities described in Sections 1 and 2 insofar as any such persons acted in such capacities for such constituent corporation and not for this corporation.

9

ARTICLE VII

TRANSACTIONS BETWEEN CORPORATION
AND ITS DIRECTORS OR OFFICERS

     No contract or transaction shall be void or voidable with respect to the corporation for the reason that it is between the corporation and one or more of its directors or officers, or between the corporation and any partnership, corporation, trust, association or other organization or entity in which one or more of its directors or officers are directors, trustees, or officers, or have a financial or personal interest, or for the reason that one or more interested directors or officers participate in or vote at the meeting of the directors or a committee thereof which authorized such contract or transaction, if in any such case (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the directors or the committee and the directors or committee, in good faith reasonably justified by such facts, authorize the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon and the contract or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation held by persons not interested in the contract or transaction; or (c) the contract or transaction is fair as to the corporation as of the time it is authorized or approved by the directors, a committee thereof, or the shareholders.

     Common or interested directors may be counted in determining the presence of a quorum at a meeting of the directors, or of a committee thereof which authorized the contract or transaction.

     The directors, by the affirmative vote of a majority of those in office, and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include pension; disability and death benefits, for services to the corporation by directors and officers, or to delegate such authority to one or more officers or directors.

ARTICLE VIII

BOOKS AND RECORDS

     The corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time.

10

ARTICLE IX

FISCAL YEAR

     The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the last day of December next following, unless otherwise determined by the Board of Directors.

ARTICLE X

CORPORATE SEAL

     The Board of Directors may adopt a corporate seal. If a corporate seal is adopted, it shall consist of two concentric circles, between which shall be the name of the corporation, and in the center shall be inscribed the year of its incorporation and the word, “Seal.”

ARTICLE XI

AMENDMENTS

     The regulations of the corporation shall be subject to alteration, amendment, or repeal, and new regulations not inconsistent with any provision of the articles of incorporation or statute, may be made, either by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation, at any annual or special meeting of the shareholders, or, without such meeting, by the written consent of the holders of shares entitling them to exercise a majority of the voting power. If the regulations are amended or new regulations are adopted without a meeting of the shareholders, the secretary of the corporation shall mail a copy of the amendment or the new regulations to each shareholder who would have been entitled to vote thereon and did not participate in the adoption thereof.

ARTICLE XII

EMERGENCY REGULATIONS AND BYLAWS

     In the event of an emergency, as defined in Revised Code Section 1701.01(U), directors’ meetings may be held and conducted as provided at the time in Revised Code Section 1701.11(F), and any action so taken shall be the action of the corporation. The provisions of that subsection with regard to executive and other officers shall also apply. The directors operating during an emergency shall have authority to adopt such bylaws as they deem best for the conduct of their meetings.

     Adopted as of May 28, 2004.

11

EX-3.73

Exhibit 3.73

ARTICLES OF INCORPORATION

OF

HEALTH SERVICES PERSONNEL, INC.

Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation.

     (1) The name of the corporation is HEALTH SERVICES PERSONNEL, INC.

     (2) The number of shares the corporation is authorized to issue is One Hundred Thousand (100,000). These shares shall be all of one class, designated as common stock.

     (3) The street address and county of the initial registered office of the corporation is 3948 Merton Drive, Raleigh, Wake County, North Carolina 27609.

     (4) The name of the initial registered agent is Nena W. Reeves.

     (5) The purposes for which the corporation is organized are:

     a) to engage in the business of providing contract personnel for Health Services; and

     b) to engage in any other lawful activity for which corporations may be organized under Section 55 of the General Statutes of North Carolina.

     (6) The number of directors of the corporation may be fixed by the By-Laws. The number of directors constituting the initial Board of Directors shall be four (4) and the names and addresses of the persons who are to serve as Directors until the first meeting of shareholders or until their successors shall be duly elected and qualified are:

NAME	ADDRESS
Meldon P. Wood	130 Longview Lane Drive
	Raleigh, NC 27610

NAME	ADDRESS
Sandra W. Jones	Route 5,
	1093 Pinecrest Rd.
	Southport, NC 27603
Sonya W. Price	5420 Holland Church Rd.
	Raleigh, NC 27603
Nena W. Reeves	412 Cardinal Drive
	Clayton, NC 27520

     (7) No director of the corporation shall have personal liability arising out of an action whether by or in the right of the corporation or otherwise for monetary damages for breach of his or her duty as a director; provided, however, that the foregoing shall not limit or eliminate the personal liability of a director with respect to (i) acts or omissions not made in good faith that such director at the time of the breach knew or believed were in conflict with the best interest of the corporation, (ii) any liability under Section 55-8-33 of the North Carolina General Statutes or any successor provision, (iii) any transaction from which such director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date of the effectiveness of this Article. As used in this Article, the term “improper personal benefit” does not include a director’s compensation or other incidental benefit for or on account of his or her service as a director, officer, employee, independent contractor, attorney, or consultant of the corporation.

     Furthermore, notwithstanding the foregoing provision, in the event that Section 55-8 or any other provision of the North Carolina General Statutes is amended or enacted to permit further limitation or elimination of the personal liability of a director, the personal liability of the corporation’s directors shall be limited or eliminated to the fullest extent permitted by the applicable law.

     This Article shall not affect a charter or by-law provision or contract or resolution of the corporation indemnifying or agreeing to indemnify a director against personal liability. Any repeal or modification of this Article shall not adversely affect any limitation hereunder on the personal liability of a director with respect to acts or omissions occurring prior to such repeal or modification.

(8) The name and address of the incorporator is:

Name	Address
George M. Anderson	1 Exchange Plaza
	Raleigh, NC 27601

(9) These Articles of Incorporation will be effective upon filing in the office of Secretary of State of North Carolina.

In WITNESS WHEREOF, I have hereunto set my hand this                      day of                     , 1990.

	/s/ George M. Anderson
	George Anderson, Incorporator
GMA:srs
c/Articles

EX-3.74

Exhibit 3.74

This is a copy of the code of By-Laws approved and adopted by the Directors of the corporation pursuant to Consent to Action without Meeting dated October 26, 1990.

     /s/ Sonya W. Price

Secretary

BY-LAWS
OF
HEALTH SERVICES PERSONNEL, INC.

ARTICLE I

Offices

     Section 1. Principal Office. The principal office of the corporation shall be located at such place as the Board of Directors may fix from time to time.

     Section 2. Registered Office. The registered office of the corporation, which by law is required to be maintained within the State of North Carolina, may be, but need not be, identical with the principal office.

     Section 3. Other Offices. The corporation may have offices at such places, either within or outside the State of North Carolina, as the Board of Directors may from time to time determine or as the affairs of the corporation may require.

ARTICLE II

Meeting of Shareholders

     Section 1. Annual Meetings. The annual meeting of the shareholders for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held in the month of March of each year on any day except a Saturday, Sunday or legal holiday in that month, as determined by the Board of Directors.

     Section 2. Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these By-Laws, a substitute annual meeting may be called in the manner provided for the call of a special meeting in accordance with the provisions of Section 3 of this Article II and a substitute annual meeting so called shall be

     Section 3. Special Meetings. Special meetings of the shareholders may be called at any time by the President, or any two members of the Board of Directors, or by any shareholder pursuant to the written request of the holders of not less than one-tenth (l/10th) of all the shares to vote at the meeting.

     Section 4. Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation except that a meeting may be held at such other place, within or outside

the State of North Carolina, as may be designated in a duly executed waiver of notice of such meeting or as may be otherwise agreed upon in advance by a majority of the shareholders entitled to vote at such meeting.

     Section 5. Notice of Meetings. Written notice stating the date, time, and place of the meeting shall be given not less than ten nor more than sixty days before the date of any shareholders’ meeting, either by personal delivery, or by telegraph, teletype, or other form of wire or wireless communication, or by facsimile transmission or by mail or private carrier, by or at the direction of the Board of Directors, the President, the Secretary, or other person calling the meeting, to each shareholder entitled to vote at such meeting; provided that such notice must be given to all shareholders with respect to any meeting at which a merger or share exchange is to be considered and in such other instances as required by law. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, correctly addressed to the shareholder at the shareholder’s address as it appears on the current record of shareholders of the corporation, with postage thereon prepaid.

     In the case of a special meeting, the notice of meeting shall include a description of the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not include a description of the purpose or purposes for which the meeting is called unless such a description is required by the provisions of the North Carolina Business Corporation Act.

     When a meeting is adjourned to different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment and if a new record date is not fixed for the adjourned meeting; but if a new record date is fixed for the adjourned meeting (which must be done if the new date is more than 120 days after the date of the original meeting), notice of the adjourned meeting must be given as provided in this section to persons who are shareholders as of the new record date.

     Section 6. Waiver of Notice. Any shareholder may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the shareholder, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance, in person or by proxy, at a meeting: (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder or his proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or his proxy objects to considering the matter before it is voted upon.

     Section 7. Shareholder’s List. Before each meeting of shareholders, the Secretary-of-the corporation shall prepare an alphabetical list of the shareholders entitled to notice of such meeting. The list shall be arranged by voting group (and within each voting by class or series of shares) and show the address of and number of shares held by each shareholder. The list shall be kept on file at the principal office of the corporation, or at a place identified in the meeting notice in the city where the meeting will be held, for the period beginning two business days after notice of the meeting is given and continuing through the meeting, and shall be subject to

inspection by any shareholder, his agent or attorney, at any time during the meeting or any adjournment thereof.

     Section 8. Voting Group. All shares or one or more classes or series that under the Articles of Incorporation or the North Carolina Business Corporation Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders constitute a voting group. All shares entitled by the Articles of Incorporation or the North Carolina Business Corporation Act to vote generally on a matter are for that purpose a single voting group. Classes or series of shares shall not be entitled to vote separately by voting group unless expressly authorized by the Articles of Incorporation or specifically required by law.

     Section 9. Quorum. Shares entitled to vote as a separate voting group may take action at the meeting only if a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

     Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

     In the absence of a quorum at the opening of any meeting or shareholders, such meeting may be adjourned from time to time by the vote of a majority of the votes case on the motion to adjourn; and, subject to the provisions of Section 5 of this Article II, at any adjourned meeting any business may be transacted that might have been transacted at the original meeting if a quorum exists with respect to the matter proposed.

     Section 10. Proxies. Shares may be voted either in person or by. one or more proxies authorized by a written appointment of proxy signed by the shareholder or by his duly authorized attorney. in fact. An appointment of proxy is valid for eleven months from the date of its execution, unless a different period is expressly provided in the appointment form.

     Section 11. Voting of Shares. Subject to the provisions of the Articles of Incorporation, each outstanding share shall, be entitled to one vote on each matter voted on at a meeting of shareholders.

     Except in the election of Directors as governed by the provisions of section 3 of Article III, if a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater vote is required by law or the article of Incorporation or these By-Laws.

     Absent special circumstances, shares of the corporation are not entitled to vote if they are owned, directly or indirectly, by another corporation in which the corporation owns, directly or indirectly, a majority of the shares entitled to vote for Directors of the second corporation; provided that this provision does not limit the power of the corporation to vote its own shares held by it in a fiduciary capacity.

     Section 12. Informal Action by Shareholders. Any action that is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if one or more written

consents, describing the action so taken, shall be signed by all of the shareholders who would be entitled to vote upon such action at a meeting, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

     If the corporation is required by law to give notice to non-voting shareholders of action to be taken by unanimous written consent of the voting shareholders, then the corporation shall give the non-voting shareholders, if any, written notice of the proposed action at least ten days before the action is taken.

ARTICLE III

Board of Directors

     Section 1. General Powers. The property, affairs and business of the corporation shall be managed by the Board of Directors.

     Section 2. Number, Term and Qualifications. The number of Directors constituting the Board of Directors shall not be fewer than three, except that if and so long as all of the shares of the corporation are owned of record by either one or two shareholders, the number of record by either one or two shareholders, the number of Directors may be fewer than three but not fewer than the number of such shareholders. The authorized number of Directors, within the limits above specified, shall be determined by the affirmative vote of a majority of the whole Board given at a regular or special meeting of the Board of Directors; provided that if the number so determined is to be increased, or decreased, notice of the proposed increase or decrease shall be included in the notice of such meeting. Each Director shall hold office for a period of one year or until his death, resignation, retirement, removal, disqualification. Directors need not be residents of the State of North Carolina or shareholders or the corporation.

     Section 3. Election of Directors. Except as provided in Section 5 of this Article, the Directors shall be elected at the annual meeting of shareholders and the persons who shall receive the highest number of votes shall be the elected Directors. If prior to voting for the election of Directors demand therefor shall be made by or on behalf of any shares entitled to vote at such meeting, the election of Directors shall be by ballot.

     Section 4. Removal of Directors. The Board of Directors or any individual director may be removed from office, with or without cause, by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors. A Director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the Director. If any or all Directors are so removed, new Directors may be elected at the same meeting.

     Section 5. Vacancies. A vacancy in the Board of Directors created by an increase in the authorized number of Directors shall be filled only by election at. an annual meeting of shareholders or at a special meeting of shareholders called for that purpose. Any vacancy in the Board of Directors created other than by an increase in the number of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by the sole remaining

director. The shareholders may elect a director at any time to fill any vacancy not filled by the Directors. In the event of the resignation of a director to take effect at a future date either the Board of Directors or the shareholders, at any time after tender of such resignation, may elect a successor to such director to take office as of the effective date of such resignation.

     Section 6. Compensation of Directors. The Board of Directors may cause the corporation to compensate Directors for their services as Directors and may provide for the payment by the corporation of all expenses incurred by Directors in attending regular and special meetings of the Board.

     Section 7. Chairman of the Board. There may be a Chairman of the Board of Directors elected by the Directors from their number at our meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

ARTICLE IV

Meetings of Directors

     Section 1. Regular Meetings. A regular annual meeting of the Board of Directors may be held immediately after the annual meeting of shareholders and if not then held shall be held within a reasonable time thereafter. In addition, the Board of Directors may provide, by resolution, for additional regular meeting.

     Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, the President or any two (2) Directors.

     Section 3. Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the corporation except that such meetings may be held at such other place, within or outside the State of North Carolina as may be designated in a duly executed waiver of notice of such meeting or as may be otherwise agreed upon in advance of the meeting by a majority of the Directors.

     Section 4. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. Special meetings shall be called on not less than two (2) days’ prior notice. Notice of a special meeting need not state the purpose thereof and such notice shall be directed to each director at his residence or usual place of business by mail, cable, telegram or personal delivery or other usual means of communication. The presence of a director at a meeting shall constitute a waiver of notice of that meeting except only when such director attends the meeting solely for the purpose of objecting to the transaction of any business thereat, on the ground that the meeting has not been lawfully called, and does not otherwise participate in such meeting.

     Section 5. Quorum and Manner of Acting. A majority of the number of Directors fixed by these By-Laws as: the number of Directors of the corporation shall constitute a quorum for the transaction of any business at any meeting of the. Board of Directors. Except as otherwise expressly provided in this section, 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. The vote of a majority of the number of Directors fixed by these By-Laws. as the number of Directors of the corporation shall be required to adopt a resolution appointing the Executive Committee, and the vote of a majority of the Directors then holding office shall be required to adopt, amend or repeal a by-law or to dissolve the corporation pursuant to the provisions of the North Carolina Business Corporation Act.

     Section 6. Presumption of Assent. 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: (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or to transacting business at the meeting; or (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after the adjournment of the meeting. Such right of dissent or abstention is not available to a director who votes in favor of the action taken.

     Section 7. Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records.

     Section 8. Committees of the Board. The Board of Directors may create an Executive Committee and other committees of the board and appoint members of the Board of Directors to serve on them. The creation of a committee of the board and appointment of members to it must be approved by the greater of: (a) a majority of the number of directors in office when the action is taken or (b) the number of Directors required to take action pursuant to Section 5 of this Article IV. Each committee of the board must have two or more members and, to the extent authorized by law and specified by the Board of Directors, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. Each committee member serves at the pleasure of the Board of Directors. The provisions in these By-Laws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees of the board established under this section.

     Section 9. Resignations. Any director may resign at any time by giving written notice to the President or the Secretary of the corporation. Such resignation shall take effect at the time specified therein, of if no time is specified therein, at the time such resignation is receive by the President or Secretary of the corporation unless it shall be necessary to accept such resignation before it comes effective, in which event the resignation shall take effect upon its acceptance by the Board of Directors. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

ARTICLE V

Indemnification

     Section 1. Expenses and Liabilities. The corporation shall have the power to indemnify any present or former Director, officer, employee or agent or any person who has served or is serving in such capacity at the request of the corporation in any other corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, with respect to any liability or litigation expense, including reasonable attorney’s fees, incurred by any such person to the extent and upon the terms and conditions provided by law.

     To the extent and upon the terms and conditions provided by law, the corporation shall indemnify any and all of its officers and Directors against liability and litigation expense, including reasonable attorney’s fees, arising out of their status as such or their activities in any of the foregoing capacities (excluding, however, liability or litigation expense which any of the foregoing may incur on account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the corporation), and said officers and Directors shall be entitled to recover from the corporation, and the corporation shall pay, all reasonable costs, expenses, and attorneys’ fees in connection with the enforcement of rights to indemnification granted herein. Any person who at time after the adoption of this By-Law serves or has served in either of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon and as consideration for the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provisions of this By-Law.

     Section 2. Advance Payment of Expenses. Expenses incurred by a Director, officer, employee, or agent in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case or as authorized or required under any charter or By-Law provision or by any applicable resolution or contract 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 is entitled to be indemnified by the corporation against such expenses.

     Notwithstanding the provisions of the preceding paragraph, the corporation shall, upon receipt of an undertaking by or on behalf of the Director or officer involved to repay the expenses described in Article V, Section 1, Paragraph 2 unless it shall ultimately be determined that he is entitled to be indemnified by the corporation against such expenses, pay expenses incurred by such Director or officer in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding.

     Section 3. Insurance. 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, or is or was serving at the request of the corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan against any liability asserted against him and benefit plan 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.

ARTICLE VI

Officers

     Section 1. Number of Officers. The officers of the corporation shall be a President, one (1) or more Vice Presidents, a Secretary and a Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article VI. Any two (2) offices or more may be held by one (1) person, except the offices of President and Secretary, but no officer shall sign or execute any document in more than one (1) capacity.

     Section 2. Election, Term of Office and Qualifications. Each officer, except such officers as may be appointed in accordance with the provisions of section 3 of this Article VI, shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified or shall have been removed from office.

     Section 3. Subordinate Officers and Agents. The Board of Directors from time to time may appoint officers or agents, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officer or agent and to prescribe his respective authority and duties.

     Section 4. Removal. The officers specifically designated in Section 1 of this Article VI maybe removed, either with or without cause, by vote of a majority of the whole Board of Directors at a special meeting of the Board called for that purpose. The officers appointed in accordance with the provisions of Section 3 of this Article VI may be removed, either with or without cause, by the Board of Directors, by a majority vote of the Directors present at any meeting, or by any officer or agent upon whom such power of removal may be conferred by the Board of Directors. The removal of any person from office shall be without prejudice to the contract rights, if any, of the person so removed.

     Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or the Secretary of the corporation, or if he was appointed by an officer or agent in accordance with Section 3 of this Article VI by giving written notice to the officer or agent who appointed him. Any such resignation shall taken effect upon its being accepted by the Board of Directors or by the officer or agent appointing the person so resigning.

     Section 6. Vacancies. A vacancy in any office because of death, resignation, removal or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed by these by-laws for regular appointments or elections to such offices.

     Section 7. President. The president shall be the principal executive officer of the corporation, and, subject to the instructions of the Board of Directors, shall have general charge

of the business, affairs and property of the corporation and control over its other officers, agents and employees. He shall preside at all meetings of the shareholders. The President shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

     Section 8. Vice President. At the request of the President, or in his absence or disability, the Vice President, and if there be more than one (1) Vice President, the Vice President designated by the Board of Directors, or in the absence of such designation, the Vice President designated by absence of such designation, the Vice President designated by the President, shall perform all the. duties of the President and when so acting shall have all the powers of and be subject to all restrictions upon the President. The Vice Presidents shall perform such other duties and have such authority as from time to time may be assigned to them by the Board of Directors.

     Section 9. Secretary. The Secretary shall keep the minutes of the meetings of shareholders and of the Board of Directors, and shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law. He shall be custodian of the records, books, reports, statements, certificates and other documents of the corporation and of the seal of the corporation, and see that the seal is affixed to all share certificates prior to their issuance and to all documents requiring such seal. In general, he shall perform all duties and he shall perform such other duties and have such other authority as from time to time may be assigned to him by the Board of Directors.

     Section 10. Treasurer. The Treasurer shall have supervision over the funds, securities, receipts and disbursements of the corporation. He shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose, and he shall cause a true statement of its assets and liabilities, as of the close of each fiscal year, and of the results of its operations and of changes including particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office of the corporation within four (4) months after the end of such fiscal year. The statement so filed shall be kept (10) years and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon his written request for the same. He shall in general perform all duties have all authority incident to the office of Treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted to him by the Board of Directors. He may be required to give a bond for the faithful performance of his duties in such form and amount as the Board of Directors may determine.

     Section 11. Duties of Officers May Be Delegated. In case of the absence of any officer of the corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director for the time being provided a majority of the entire Board of Directors concurs therein.

     Section 12. Salaries of Officers. No officer of the corporation shall be prevented from receiving a salary as such officer or from voting thereon by reason. of the fact that he is also a director of the corporation. The salaries of the officers of the corporation, including such officers as may be Directors of the corporation, shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any officer who has been given

power to appoint subordinate officers or agents, as provided in Section 3 of this Article VI, the authority to fix the salaries or other compensation of any such officers or agents appointed by him.

ARTICLE VII

Contracts, Loans, Deposits, Checks, Drafts, Etc.

     Section 1. Contracts. Except as otherwise provided in these by-laws the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instrument 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 and except as authorized by the Board of Directors. Any officer or agent of the corporation thereunto so authorized may effect loans or advances for the corporation and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the corporation. Any such officer or agent, when thereunto so security for the payment of any and all loans, advances, property and all stocks, bonds, other securities and other personal property at any time held by the corporation, and to that end may endorse, assign and deliver the same, and to every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances.

     Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents of the corporation to whom such power may from time be given by the Board of Directors.

     Section 4. Checks, Drafts, Etc. All notes, drafts, acceptance checks and endorsements or other evidences of indebtedness shall be signed by the President or a Vice President and by the Secretary or the Treasurer, or in such other manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories will be made by the President or Treasurer or by any officer or agent who may be designated by resolution of the Board of Directors in such manner as such resolution may provide.

     Section 5. Proxies. Any share in any other corporation which may from time to time be held by the corporation may be represented and voted at any meeting of shareholders of such other corporation by any person or persons thereunto authorized, by the President or a Vice President or by any proxy appointed in writing by the President or a Vice President.

ARTICLE VIII

Certificates for Shares and Their Transfer

     Section 1. Certificates for Shares. Certificates for shares of the corporation shall be in such form as shall be approved by the Board of Directors. They shall be singed by the President or a Vice President and by the Secretary or the Treasurer and sealed with the seal of the corporation, which seal may be a facsimile, engraved or printed.

     Section 2. Transfers of Shares. A book shall be kept containing the names, alphabetically arranged, of all shareholders of the corporation, showing their places of residence, the number of shares held by them respectively, the time when they respectively became owners thereof and the amount paid thereon. Transfers of the shares of the corporation shall be made on the books of the corporation at the direction of the record holder thereof or his attorney thereunto duly authorized by a power of attorney duly executed and filed with the Secretary, or with the transfer agent, if any, for such shares properly endorsed. The corporation shall be entitled to treat the holder of record of any share or shares as the holder and owner thereof and shall not be bound to recognize any legal, 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 expressly provided by the laws of the State of North Carolina.

     Section 3. Lost or Destroyed Certificates. The holder of any share or shares of the corporation shall immediately notify the corporation of any loss, destruction, theft or mutilation of the certificate therefor and the corporation, with the approval of the Board of Directors, may issue a new certificate for such share or shares in the place of such notification theretofore issued by it alleged to have been lost, destroyed, stolen or mutilated or his legal representative to give the corporation and its transfer agent and its registrar, if any, before the issuance of such new certificate, a bond of sureties as the Board of Directors may direct or the Board, by resolution reciting that circumstances justify such action, may authorize the issuance of such new certificate without requiring bond.

     Section 4. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance and transfer of certificates for shares of the corporation and may appoint transfer agents or registrars, or both, and may require all certificates of stock to bear the signature of either or both.

     Section 5. 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 dividends, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the share transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the share 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 share 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 or which the particular action, requiring such determination of shareholders, is to be taken.

If the share transfer books are not closed and no record date is fixed for the determination of 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.

ARTICLE IX

General Provisions

     Section 1. Corporate Seal. The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.

     Section 2. Fiscal Years. The fiscal year of the corporation shall be established by resolution of 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 the North Carolina Business Corporation Act or under the provisions of the Articles of Incorporation or By-Laws of this 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. Amendments. Except as otherwise provided in the Articles of Incorporation or by law, these By-Laws may be amended or repealed and new By-Laws may be adopted by the Board of Directors.

     No By-Law adopted, amended, or repealed by the shareholders shall be readopted, amended, or repealed by the Board of Directors, unless the Articles of Incorporation or a -By-Law adopted the shareholders authorizes the Board of Directors to adopt, amend, or repeal that particular By-Law or By-laws generally.

     Section 5. Definitions. Unless the context otherwise requires, terms used in these By-Laws shall have the meanings assigned to them in the North Carolina Business Corporation Act to the extent defined therein.

[corp\bylaws2.w5]

EX-3.75

Exhibit 3.75

ARTICLES OF INCORPORATION

Honorable Roy Blunt
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do hereby adopt the following Articles of Incorporation.

ARTICLE I

     The name of the corporation is HYDESBURG ESTATES, INC.

ARTICLE II

     The address, including street and number of the corporation’s initial registered office in this state, is 111 W. Broadway, P.O. Box 117, Bolivar, Polk County, Missouri, 65613, Missouri, and the name of its initial registered agent at such address is Kerry D. Douglas.

ARTICLE III

     The aggregate number of shares which the corporation shall have the authority to issue shall be 30,000, shares of common stock, all of such shares to have a par value of $1.00 each. Said shares shall not have any preferences, qualifications, limitations, restrictions or special rights.

ARTICLE IV

     The pre-emptive rights of shareholders are not limited.

ARTICLE V

     The name and address of the incorporator of the corporation is Jack Baker, 308 W. Jackson, Bolivar, Missouri, 65613.

ARTICLE VI

     The number of directors to constitute the first Board of Directors is 2. Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws. .Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE VII

     The duration of the corporation is perpetual.

ARTICLE VIII

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX

     The corporation is formed for the following purposes:

     To own, lease, operate and manage a residential facility or facilities for the mentally or physically handicapped, mentally or emotionally ill, or other persons requiring residential care. To purchase, lease, hire, or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds of property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares in accordance with the provisions and limitations of Section 351.390 RSMo. 1969.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or

more or all of. the acts; and things herein set forth and all such other acts, things, business, or businesses in any manner connected therewith or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly, to promote the interest of the corporation or enhance the value or render profitable any of its property or rights or for the purpose of attaining or furthering any of its objects and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may-be exercised by law, either by or through principals, agents, attorneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world-, and in addition,. to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this                    , day of May, 1990.

          /s/ Jack Baker

JACK BAKER

STATE OF MISSOURI            )
                                                   ) ss.
COUNTY OF POLK                 )

I, Donna L. Shelenhamer, a Notary Public, do hereby certify that on the ___ of May, 1990, personally appeared before me Jack Baker, who being by me first duly sworn, declares that he is the person who signed the foregoing document as incorporator and the statements therein contained are true.

           /s/ Donna L. Shelenhamer

Donna L. Shelenhamer

Notary Public

My commission Expires:

March 2, 1994

EX-3.76

Exhibit 3.76

BY-LAWS

OF

HYDESBURG ESTATES, INC.

ARTICLE I

Offices

     The principal office of the corporation in the State of Missouri shall be located in Bolivar, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within

the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

     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 Missouri, 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. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversation or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective, as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the

shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at. any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many

votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the corporation, shall be 2, each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized

to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or

vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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 therefore.

ARTICLE IV

Officers

     Section 1. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and perform such duties in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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 interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties

incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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, President, the Vice-Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers o and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by custodian of the corporate records and of the seal of the corporation

and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, 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 general charge of the stock transfer books of the corporation; (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 by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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, 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, Treasurer or an Assistant Secretary or Treasurer, 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 the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have

been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore 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 first day of July in each year and end on the last day of June in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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 Against

Liabilities And Expenses In Actions

Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably

incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as. the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

These by-laws may be altered, amended or repealed and any bylaws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Jack Baker	/s/ Susie Baker
JACK BAKER	SUSIE BAKER

EX-3.77

Exhibit 3.77

ARTICLES OF INCORPORATION

Honorable Rebecca McDowell Cook
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do hereby adopt the following Articles of Incorporation.

ARTICLE I.

     The name of the corporation is Individualized Supported Living, Inc.

ARTICLE II.

     The address, including street and number of the corporation’s initial registered office in this state, is 308 W, Jackson, Bolivar, Missouri, 65613, and the name of its initial registered agent at such address is Frank Follis.

ARTICLE III.

     The aggregate number of shares which the corporation shall have the authority to issue shall be 30,000, shares of common stock, all of such shares to have a par value of $1.00 each. Said shares shall not have any preferences, qualifications, limitations, restrictions or special rights.

ARTICLE IV.

     The pre-emptive rights of shareholders are not limited.

ARTICLE V.

The name and address of the incorporator of the corporation is Frank Follis, 308 W. Jackson, Bolivar, Missouri.

ARTICLE VI.

     The number of directors to constitute the first Board of Directors is four. Thereafter, the number of directors shall be fixed by, or in the manner provided in the By-Laws. Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

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ARTICLE VII.

     The duration of the corporation is perpetual.

ARTICLE VIII.

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX.

     The corporation is formed for the following purposes:

     To own, lease, operate and manage a residential facility or facilities for the mentally or physically handicapped, mentally or emotionally: ill, or other persons requiring residential care.

     To purchase, lease, hire, or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds off property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own share in accordance with the provisions and limitation of Section 351.390 RSMo.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things, business, or business in any manner connected therewith or necessary,. incidental convenient or, auxiliary thereto, or calculated directly or indirectly, to promote the, interest of the corporation or enhance the value or render profitable any of its property rights or for the purpose of attaining or furthering any of its object and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may be exercised by law, either by or alone or in conjunction with others, and in any part of the world, and in addition, to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation.

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7380.001

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 3rd day of January, 1995.

           /s/ Frank Follis

FRANK FOLLIS

STATE OF MISSOURI	)
	)
COUNTY OF POLK	)

     I, Donna L. Shelenhamer, a Notary Public, do hereby certify that on the 3rd day of January, 1995, personally appeared before me Frank Follis, who being by me first duly sworn, declares that he is the person who signed the foregoing document as incorporator and the statements therein contained are true.

           /s/ Donna L. Shelenhamer

Donna L. Shelenhamer Notary Public

My Commission Expires: March 2, 1998.

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EX-3.78

Exhibit 3.78

BYLAWS
OF
INDIVIDUALIZED SUPPORTED LIVING, INC.

ARTICLE I

Offices

     The principal office of the Corporation in the State of Missouri shall be located in Bolivar, Missouri. The Corporation may have such other offices, either within or without the State of Missouri, as the business of the Corporation may require from time to time.

     The registered office of the Corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meetings of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or of any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of a meeting shall be the registered office of the Corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid.

     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 Missouri, 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. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the Corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversion or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of, the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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. kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to ,cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the Corporation, shall be four, each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the . Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is

without the State of Missouri, an additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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 of waiver of notice of such meeting.

     Section 6. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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. Number: The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The President shall be chosen from the Members of the Board of Directors. The remaining officers of the Corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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 interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the Corporation, and shall, in general, supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general 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: 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 VicePresident, the Vice-Presidents 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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) by custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, or 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 general charge of the stock transcript books of the Corporation; (g) in general perform all duties incidental to the office of Secretary and such other duties as may, from time to time, be assigned to him/her by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

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 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, 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, Treasurer or an Assistant Secretary or Treasurer, 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 the 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 first day of July in each year and end on the last day of June in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever is required to be given under the provisions of these bylaws, or under the provisions of the articles of incorporation, or under the provisions of The General and Business Corporation Act of Missouri, 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 Against

Liabilities And Expenses In Actions

     Each director or officer, or former director or officer of this Corporation, and his legal representatives, shall be indemnified by this Corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this Corporation, served as director or officer of another Corporation in which such Corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the Corporation so requesting him to serve; provided that in neither case shall the Corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Corporation shall have first approved such proposed compromise settlement and determined that the director or officer

involved was not guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any laws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Jack Baker JACK BAKER

/s/ Susie Baker SUSIE BAKER

/s/ Frank Follis FRANK FOLLIS

/s/ Marilyn Follis MARILYN FOLLIS

EX-3.79

Exhibit 3.79

ARTICLES OF INCORPORATION

OF J. & J. CARE CENTERS, INC.

ONE The name of this corporation is J. & J. Care Centers, Inc.

TWO: 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.

THREE: The name and address in this state of this corporation’s initial agent for service of process is Jack Brockbank, 2528 Del Mar, Penryn, Calif. 95663.

FOUR: This corporation is authorized to issue only one class of shares which shall be designated “common” shares. The total authorized number of such shares that may be issued is 100,000.

Dated: March 27, 1985.

/s/ James Hooyenga

James Hooyenga, Incorporator

     I declare that I am the person who executed the above Articles of Incorporation and that this instrument is my act and deed.

/s/ James Hooyenga

James Hooyenga, Incorporator

STATE OF CALIFORNIA	)
	)	ss
COUNTY OF San Bernardino	)

On March 27 , 1985 before me, a Notary Public for the State of California, personally appeared James Hooyenga known to me to be the person whose name is subscribed to this instrument and acknowledged to me that he executed this instrument.

/s/ William T. Gray  

EX-3.80

Exhibit 3.80

BYLAWS

OF

J AND J CARE CENTERS, INC.

ARTICLE I

OFFICES

     Section I. PRINCIPAL OFFICE. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside the State of California, and the corporation has one 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 2. OTHER OFFICES. The corporation may also establish offices at such other places, both within and outside the State of California, 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. 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.

     Section 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held as may be fixed by the board of directors; provided, however, that should said day fall upon a legal holiday, such annual meeting of shareholders shall be held at the same time on the next succeeding day which is a full business day. At such meeting, directors shall be elected and any other proper business may be transacted.

     Section 3. SPECIAL MEETINGS. A special meeting of the shareholders may be called at any time by the board of directors, the chairman of the board, the president, or one or more shareholders holding in the aggregate shares entitled to cast not less than 10% of the votes at any such meeting.

     If a special meeting is called by anyone other than the board of directors, the request shall be in writing, specifying the time of the meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving such request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5

of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, 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 receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 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 4. NOTICE OF MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article 11 not less than ten (10) nor more than sixty ( 60) days before the date of the meeting being noticed. The notice shall specify 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, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

     If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code (the “Code”), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall also state the general nature of such proposal.

     Section 5. MANNER OF GIVING NOTICE. Notice of any meeting of shareholders shall be given personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the shareholder’s address appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice shall be deemed to have been given when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

     If any notice 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 Service is unable to deliver the notice 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 to the shareholder upon written demand at the principal executive office of the corporation for a period of one year from the date of the giving of such notice or report to all other shareholders.

     An affidavit of the mailing or other means of giving any notice of any shareholders’

meeting shall be executed by the secretary, assistant secretary or any transfer agent of the corporation, and shall be filed and maintained in the minute book of the corporation.

     Section 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 at any meeting of shareholders shall constitute a quorum for the transaction of business. 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.

     Section 7. ADJOURNMENT. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting, except as provided in Section 6 of this Article II.

     When any meeting of shareholders, annual or special, 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 a 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, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and S of this Article II. At any adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

     Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Code (relating to voting shares held by a fiduciary, in the name of a corporation or in the names of two or more persons). The vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by a shareholder at the meeting and before the voting begins. Any shareholder entitled to vote on any matter (other than elections of directors) may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, 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. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Code or the articles of incorporation.

     At a shareholders’ meeting involving the election of directors, no shareholder shall be entitled to cumulate votes on behalf of any candidate for director (i.e., each shareholder shall be entitled to cast for any one or more candidates no greater number of votes than the number of shares held by such shareholder) unless such candidate or candidates’ names have been placed in

nomination prior to the voting and the shareholder has given notice prior to the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such notice, every shareholder entitled to vote may cumulate votes for candidates in nomination and give one 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 as many candidates as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

     Section 9. WAIVER OF NOTICE: CONSENT. The transactions*of any meeting of shareholders, annual or special, however called and noticed, and wherever held, shall be 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 person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice, or a consent to a holding of the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or 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 shall also constitute 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 is not a waiver of any right to object to the consideration of matters not included in the notice of such meeting if such objection is expressly made at the meeting.

     Section 10. ACTION WITHOUT MEETING. Unless otherwise provided in the articles of incorporation, 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, is 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. In the case of election of directors, such consent shall be effective only if signed by the holders of all outstanding shares entitled to vote.for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors not filled by the directors, by the 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 holder, 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 prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

     Unless the consents of all shareholders entitled to vote have been solicited in writing, the secretary shall give prompt notice of any corporate action approved by the shareholders without

a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of -(i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of agents of the corporation, pursuant to Section 317 of the Code, (iii) a .reorganization of the corporation, pursuant to Section 1201 of the Code, or (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, such notice shall be given at least ten (10) days before the consummation of the action authorized by any such approval.

     Section 11. RECORD DATE. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, 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 the meeting nor more than sixty (60) days prior to the action without a meeting, ___and in such case only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares oil the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

     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, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

     Section 12. PROXIES. Every person entitled to vote for directors or on any other matter 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 signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote pursuant thereto is counted; provided, however, that no such proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, 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 Section 705(e) and (f) of the Code.

     Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons (other than nominees for office) to act as inspectors of election at the meeting or any adjournments thereof. If inspectors of election are not so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one ( I) or three (3). If inspectors are appointed at a meeting on the request of one 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 any person appointed as inspector fails to appear or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to replace the one who so failed or refused. If there are three (3) inspectors of election, the decision, act or certificate of a majority of them is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III

DIRECTORS

     Section 1. POWERS. Subject to the provisions of the California General Corporation Law 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, 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.

     Section 2. NUMBER. The authorized number of directors shall be three (3), until changed by an amendment to the articles of incorporation or, if permitted by Section 212 of the Code, by an amendment to this bylaw, duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of directors to a number less than five (5) 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.

     Section 3. ELECTION AND TERM OF OFFICE. Directors shall be elected at each annual meeting of the 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.

     Section 4. REMOVAL. Any or all of the directors may be removed by order of court pursuant to Section 304 of the Code, or by the shareholders pursuant to the provisions of Section 303 of the Code.

     Section 5. VACANCIES. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by

the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

     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 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 who has been convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

     The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

     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, the board of directors may elect a successor to take office when the resignation becomes effective.

     No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     Section 6. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. 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. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board 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 there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating can hear one another, and all such directors shall be deemed to be present in person at such meeting.

     Section 7. REGULAR MEETINGS. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers and the transaction of other business. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Notice of regular meetings shall not be required.

     Section 8. SPECIAL MEETINGS. 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.

     Notice of the time and place of special meetings shall be delivered to each director

personally or by telephone or sent by— first-class mail or telegram, charges prepaid, addressed to each director at his or her address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone or telegraph, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

     Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Code (approval of contracts or transactions in which a director has a director indirect material financial interest), Section 311 of the Code (appointment of committees), and Section 317(e) of the Code (indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

     Section 10. WAIVER OF NOTICE; CONSENT. 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. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director.

     Section 11. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

     Section 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. The written consent or consents shall be filed with the minutes of the proceedings of the board.

     Section 13. FEES AND COMPENSATION. 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. Nothing contained herein shall 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 such service.

ARTICLE IV

COMMITTEES

     Section 1. COMMITTEES OF DIRECTORS. 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. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board, may have all the authority of the board, except with respect to:

     (a) the approval of any action which, under the California General Corporation Law, also requires shareholders’ approval or approval of the outstanding shares;

     (b) the filling of vacancies on the board of directors or in any committee;

     (c) the fixing of compensation of the directors for serving on the board or on any committee;

     (d) the amendment or repeal of bylaws or the adoption of new bylaws;

     (e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

     (f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

     (g) the appointment of any other committees of the board of directors or the members thereof.

     Section 2. MEETINGS AND ACTION. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Sections 6 (place of meetings and meetings by telephone), 7 (regular meetings), (special meetings), 9 (quorum), 10 (waiver of notice), II (adjournment) and 12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined by resolution of the board of directors as well as the committee; special meetings of committees may also be called by resolution of the board of directors; and 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.

ARTICLE V

OFFICERS

     Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be 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 V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

     Section 3. OTHER OFFICERS. The board of directors may appoint, and may empower the president to 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 the bylaws or as the board of directors may from time to time determine.

     Section 4. REMOVAL AND RESIGNATION. Subject to the rights, if any, of any officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors or, except in case of an officer chosen by the board of directors, byy any officer upon whom such power of removal may be conferred by the board of directors.

     Any officer may resign at any time by giving written notice to 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. Any such resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

     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 these bylaws for regular appointments to such office.

     Section 6. CHAIRMAN OF THE BOARD: The chairman of the board, 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 to him or her by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

     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 the officers of the corporation. He or she 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 or she 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 PRESIDENTS. In the absence or disability of the 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 the bylaws and the president or the chairman of the board.

     Section 9. SECRETARY. The secretary shall keep, or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders, with the time and place of holding, 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 or-at the office of the corporation’s transfer agent or registrar, 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 the bylaws or by law to be given, and he or she 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 the bylaws.

     Section 10. 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 at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit, or cause to be deposited, all moneys 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 or she shall disburse, or cause to be disbursed, 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 financial 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.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

     Section 1. INDEMNIFICATION. The corporation may, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation. For purposes of this Article VI, an “agent” of the corporation includes any person who is or was a director, officer, employee or other 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, or 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.

     Section 2. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by this corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

     Section 3. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this corporation or any subsidiary hereof may be entitled by contract or otherwise.

     Section 4. INSURANCE. Upon and in the event of a determination by the board of directors of this corporation to purchase such insurance, this corporation shall purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity. or arising out of the agent’s status as such whether or not this corporation would have the power to indemnify the agent against such liability.

ARTICLE VII

RECORDS AND REPORTS

     Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed, a record of its shareholders, giving 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 may (i) inspect and copy the records of shareholders’ names and 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 written demand and upon the tender of the transfer agent’s usual

charges for such list, 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 such list has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available to that shareholder on or before the later of five (5) 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 upon the written demand of any shareholder or holder of a voting trust certificate, at any 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. Any inspection and copying under this Section may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making such demand.

     Section 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 that 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 the corporation has no principal business office in that State, the Secretary shall, upon the written request of any shareholder, furnish to such shareholder a copy of the bylaws as amended to date.

     Section 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 any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the 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. Such minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary of the corporation.

     Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the_. physical properties of the corporation and each subsidiary corporation. 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 5. ANNUAL REPORTS. The annual report to shareholders referred to in Section 1501 of the Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they deem appropriate.

     Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding examination of any such statement or a copy shall be mailed to any such shareholder.

     If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes 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 then 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 such period, the chief financial officer shall cause such statement or statements to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within thirty (30) days after the receipt of such request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to such shareholder or shareholders within thirty (30) days after such request.

     The corporation also shall, upon the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared and a balance sheet as of the end of such period.

     The quarterly income statements and balance sheets referred to in this section 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 such financial statements were prepared without audit from the books and records of the corporation.

ARTICLE VIII

GENERAL MATTERS

     Section 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 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, and in such case only shareholders of record on the date so fixed 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 so fixed, except as otherwise provided in the California General Corporation Law.

     If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the date on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such action, whichever is later.

     Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All 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, from time to time, shall be determined by resolution of the board of directors.

     Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of directors, except as otherwise provided in these 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, and such authority may be general or confined to specific instances; and, 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 engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that such certificates shall state the amount of the consideration to be paid therefor and the amount paid thereon. All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or vice president and by the chief financial officer 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 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 5. LOST CERTIFICATES. Except as hereinafter in this Section provided, no new certificates for shares shall be issued in lieu of an old certificate unless the latter is surrendered to the corporation and cancelled. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions as the board may require, including provision for 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 such certificate or the issuance of a replacement certificate.

     Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to said officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any such officer in person or by any person authorized to do so by a proxy duly executed by said officer.

     Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person. All references in these bylaws to the California General Corporation Law or to sect“ns of the Code shall be deemed to be to such Law or sections as they may be amended and in effect and, if renumbered, to such renumbered provisions at the time of any action taken under the bylaws.

ARTICLE IX

AMENDMENTS

     Section 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 of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation.

     Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders to adopt, amend or repeal bylaws as provided in Section I of this Article IX, bylaws, other than a bylaw amendment changing the authorized number of directors, may be adopted, amended or repealed by the board of directors.

CERTIFICATE OF SECRETARY

     I, the undersigned, certify that:

     1. I am the presently elected and acting Secretary of this corporation; and

     2. The above Bylaws, consisting of fifteen (15) pages, including this page, are the Bylaws of this corporation as adopted at a meeting of the board of directors held on June 13, 1985.

     IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this corporation on June 13, 1985.

/s/ D. Jean Brockbank  

Secretary 

EX-3.81

Exhibit 3.81

ARTICLES OF INCORPORATION	*	UNITED STATES OF AMERICA
	*	STATE OF LOUISIANA
NORMAL LIFE FAMILY SERVICES, INC.	*	PARISH OF ORLEANS

     The undersigned, availing himself of the provisions of the Louisiana .Business Corporation Law does hereby organize himself, his successors and assigns, into a corporation in pursuance of that law, under and in accordance with the following Articles of Incorporation:

ARTICLE I

NAME

     The name of the corporation is:

Normal Life Family Services, Inc.

ARTICLE II

OBJECTS AND PURPOSES

     The objects and purposes for which this corporation is organized and the nature of the :business to be carried on by it are stated and declared to be as follows:

     To enter into any business lawful under the laws of the State Of Louisiana, either for its own account or for the account of others, as, agent, and either, as agent or principal, to enter upon or engage it, any kind of business of any nature whatsoever, in which corporations organized under the Louisiana business Corporations Law may engage; and to the extent not prohibited thereby to enter upon and engage in any kind of business of any nature whatsoever in any other state of the United States of America, any foreign nation, and any territory of any country to the extent permitted by the laws of such other state, nation or territory.

ARTICLE III

CAPITAL

     The aggregate number of shares which this corporation shall have authority, to issue is one-thousand (1,000), all without par value.

ARTICLE IV

INCORPORATOR

     The Incorporator’s name and post office address is:

Bernard H. Bering,
2500 Poydras Center
550 Poydras Street
New Orleans, Louisiana 70130

ARTICLE V

PREEMPTIVE RIGHTS

     The shareholders .shall have preemptive rights.

ARTICLE VI

REVERSION

     Cash, property or share dividends and shares issuable to shareholders in connection with a reclassification of stock which are not claimed by the shareholders thereto within one year after the dividend or redemption print) became payable or the Shares became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for :the shares to such shareholders within -such time, -shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’s obligation to pay such dividend or redemption price or issue such shares, as the case maybe, shall thereupon cease; provided that the Board of Directors may, at any time, for any reason satisfactory to it, but need not, authorize (a) the payment of :the amount of any cash or property divided or redemption price or (b) the issuance of any shares, ownership of which has reverted to the corporation

2

pursuant hereto, to the entity who or which would be entitled thereto had such: reversion: not occurred.

ARTICLE VII

DIRECTORS

     The number of directors of the corporation shall be such number, not less than two (2) nor greater than five (5), as shall be designated in the by-laws, or if not so designated, as shall be• elected from time to-time by the shareholders. When all of the outstanding shares are held of record by fewer than two (2) shareholders, there need be only as many directors as there are shareholders.

ARTICLE •VIII

SHAREHOLDERS’ CONSENTS

     Consents in writing to corporate action may be signed by the shareholder having that: proportion of the total voting power which would be required to authorize or constitute such action at a meeting of shareholders.

     IN WITNESS WHEREOF, the incorporator has hereunto placed his signature on this ___day of August, 1994.

WITNESSES:

     /s/ Bernard H. Berins

BERNARD H. BERINS, INCORPORATOR

STATE	OF	LOUISIANA
PARISH OF ORLEANS

     BE IT KNOWN, That on this 26 clay of August, 1994,

     BEFORE ME, the undersigned authority, duly commissioned, qualified and sworn, within and for the State and Parish aforesaid, personally came and appeared BERNARD H. BERINS, to me known to, be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned

3

competent witnesses, that he executed the above and foregoing instrument of his own free will, his own act and deem, for the uses, purposes and benefits therein expressed.

WITNESSES:

     /s/ Bernard H. Berins

BERNARD H. BERINS, INCORPORATOR

NOTARY PUBLIC

4

New Orleans, Louisiana

August 26, 1994

INITIAL RE PORT OF
NORMAL LIFE FAMILY SERVICES, INC.

     1. The corporation’s registered office is located at and its post office address is:

2500 Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130-6103

     2. The corporation’s registered agent is Bernard H. Bering, 2500 Poydras Center, 650 Poydras Street, New Orleans, Louisiana 70130-6103. The first directors are:

J. Robert- Shaver, 9100 Marksfield Road, Louisville, Kentucky 40222;

Kathryn S. Graham, 9100 Marksfield Road, :Louisville, Kentucky 40222;

Frederic H. Davis, 9100 Marksfield Road, Louisville, Kentucky 40222

          /s/ Bernard H. Berins

BERNARD H. BERINS

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 Of 1987

STATE OF LOUISIANA

PARISH OF ORLEANS

     On this 26 day of August, 1994, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared Bernard H. Berins, who is to me known to be the person, and who, being duly sworn, acknowledged to me that he does hereby accept appointment as the Registered Agent of Normal Life Family Services, Inc. which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, A Chapter, 1, 2 and 3.

          /s/ Bernard H. Berins

BERNARD H. BERINS

Subscribed and sworn to

before me the day, month

and year first above set forth:

NOTARY PUBLIC

6

EX-3.82

Exhibit 3.82

BYLAWS

OF

NORMAL LIFE FAMILY SERVICES, INC.

     I certify that the following Bylaws, consisting of six pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Normal Life Family Services, Inc. (the “Company”), by an Unanimous Written Action by Board of Directors in Lieu of Organizational Meeting dated August 27, 1994.

/s/ Kathryn S. Graham  

Kathyrn S. Graham, Secretary 

BYLAWS

OF

NORMAL LIFE FAMILY SERVICES, INC.

ARTICLE I

     Section 1. Annual Meeting of Shareholders. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following         .the^-end of the Corporation’s fiscal year. The-purpose of_.such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meeting of Shareholders. Special meetings of the shareholders may be held whenever called at any time in writing by vote of a majority of the Board of Directors or by the President or upon the written request of any shareholder or shareholders holding in the aggregate one-fifth of the total voting power. Notice of all special shareholders’ meetings, other than adjourned meetings, shall be given in the manner prescribed for the annual shareholders’ meeting, except the notice must be given at least two days prior to the date of the meeting. Any shareholder may waive notice of the meeting.

     Section 3. Quorum. At any shareholders’ meeting, 5l% of the issued and outstanding shares of the Company’s stock entitled to vote at such meeting which are present in person or represented by proxy shall constitute a quorum for all purposes, unless by law a larger representation is required, and in that case, the percentage so prescribed by law. If the holders of stock necessary to constitute a quorum shall fail to attend in person or by proxy at an annual or special meeting, a majority of the shareholders present in person or by proxy may adjourn the meeting from time to time, without notice, other than by announcement at the meeting, until holders of stock sufficient to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 4. Voting. At each meeting of shareholders, each shareholder shall be entitled to vote in person or by proxy, appointed by instrument in writing, signed by the shareholder or his authorized attorney and delivered to the secretary of the meeting, and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting.

ARTICLE II

     Section 1. Board of Directors. The Board of Directors shall consist of not less than two, nor more than five, persons, except that when all of the outstanding shares of the Company are held of record by fewer than two shareholders, there need be only as many directors as there are shareholders. The directors shall be elected by the shareholders at the annual meeting and shall hold office for one year and until their successors are elected and qualified.

     Section 2. Place of Meeting. The meetings of the Board of Directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint.

     Section 3. Annual Meeting of the Board of Directors. An annual meeting of the Board of Directors shall be held on or before March 31 of each year on a date designated by the Secretary. Notice of such meeting shall be given in the same manner as set forth in Section 4 below.

     Section 4. Special Meet’ngs of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by a majority in number of the directors or by the President. The Secretary shall give notice of such special meeting by mailing same at least two (2) days before the meeting, addressed to the last known address of each director, or by telephoning, telegraphing, or giving personal notice at least one (1) day before the meeting. Any director may waive notice of a special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

     Section 5. Quorum for Meeting of Board of Directors. A majority of the Board of Directors shall constitute a quorum, and the acts of a majority at a meeting having a quorum shall constitute the acts of the Board of Directors. A majority of those present may adjourn the meeting from time to time.

     Section 6. Proxy. Any director absent from a regular or special meeting may be represented by any other director or shareholder who may cast the vote of the absent director according to the written instructions, general or special, of said absent director.

     Section 7. Election of Officers. At the first regular or special meeting of the new Board of Directors in each year, at which a quorum shall be present, held next after the annual meeting of the shareholders, the Board of Directors shall elect the officers of the Company.

ARTICLE III

     Section 1. Officers. The Company may have one or more Vice Presidents and shall have a President, a Secretary, and a Treasurer. The Company may also have such other officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or appointed by an officer or officers authorized by it. Any two of the above named officers may be combined in one person. The officers shall hold office for one year and until their respective successors have been duly elected and qualified. However, any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.

     Section 2. Powers and Duties of the President. The President shall be the chief executive officer of the Company. He shall preside at all shareholders’ and directors’ meetings. He shall have supervision of the business of the Company. He may sign and execute all contracts, bonds, and obligations on behalf of the Company. He, along with any other officer of the Company, shall sign the stock certificates of the Company. He shall do and perform such other acts as may be from time to time assigned to him by the Board of Directors.

     Section 3. Powers and Duties of the Vice President. A Vice President, who is a director, if any, or if there be more than one, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election) shall possess the powers and perform the duties of the President in his absence or disability. In the absence of the President, he may sign and execute all bonds, contracts, and obligations on behalf of the Company, and along with any other officer he may sign the stock certificates of the Company. He shall do and perform such other duties as may be from time to time assigned to him by the Board of Directors. A Vice President who is not a director shall not posses the power nor perform the duties of the President in his absence or disability.

     Section 4. Powers and Duties of the. Secretary. The Secretary shall keep the minutes of the meetings of the shareholders and the directors, and give notices of such meetings. He shall perform in general the duties incident to the Office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as the Board of Directors may assign to him from time to time. He may, along with the President, sign the stock certificates of the Company.

     Section 5. Powers and Duties of the Treasurer. The Treasurer shall perform, in general, the duties incident to the office of Treasurer subject to the control of the Board of Directors and shall perform such other duties as the Board of Directors may assign him from time to time. He may, along with the President, sign the stock certificates of the Company.

ARTICLE IV

Stock in other corporations

     Unless otherwise ordered by the Board of Directors, the President, or a proxy appointed by the President, shall have full power on behalf of the Company to vote at any meeting of stockholders of any corporation in which the Company may hold stock, and exercise all rights and powers of such stock which the Company might have exercised if present. The Board of Directors may confer like powers upon any other person or persons.

ARTICLE V

     Section 1. Certificate of Shares. Each stockholder shall be entitled to a certificate signed by the President, along with any other officer. The form of certificate shall be adopted by the Board of Directors.

     Section 2. Transfer of Shares. Shares shall be transferred only on the books of the Company upon surrender and cancellation of certificates for a like number of shares.

     Section 3. Closing of Transfer Books. The stock transfer books may be closed for a shareholders’ meeting, and for the payment of dividends during such periods as the Board of Directors may fix from time to time, and during such periods, no stock shall be transferred.

ARTICLE VI

Signing of Checks and Notes

     Checks or notes of the Company shall be signed by such officers or persons as the Board of Directors may from time to time designate.

ARTICLE VII

Dividends on Stock

     Dividends on stock of the Company shall be payable as the Board of Directors may from time to time designate.

ARTICLE VIII

Corporate Seal

     A seal with the words, NORMAL LIFE FAMILY SERVICES, INC., shall be the corporate seal of the Company.

ARTICLE IX

Amendment to Bylaws

     The Board of Directors shall have power to make, amend, and repeal the Bylaws of the Company by vote of a majority of all of the directors at any regular or special meeting, without any prior notice of intention to make, amend, or repeal the Bylaws, subject to the power of the shareholders to change or repeal any bylaws so made.

ARTICLE X

Indemnification

     The Company shall indemnify and hold harmless each director and officer now or hereafter serving the Company 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 Company and/or by reason of his alleged acts or 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, 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 Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Pursuant to the Company’s indemnification obligations set forth above, the Company shall also reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any or 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 in actions by or in the right of the Company no director or officer shall be indemnified against any claim or liability arising out of his own willful or intentional 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 of the Company the director or officer against whom such claim or liability is asserted has not been guilty of willful or intentional misconduct. 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.

EX-3.83

Exhibit 3.83

ARTICLES OF INCORPORATION

OF

NORMAL LIFE OF CALIFORNIA, INC.

I

          The name of this corporation is NORMAL LIFE 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 and address in the State of California of this corporation’s initial agent for service of process is:

CT Corporation System
818 West Seventh Street
Los Angeles, CA 90017

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 one hundred (100).

V

          The liabiiiry of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under Caiifornia law.

VI

          The corporation is authorized to provide indemnification of directors, officers, and agents of the corporation through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, to the fullest extent oerr:rissible under California law.

Dated: April 10, 1997.

/s/ William T. Manierre  

William T. Manierre. Incorporator 

EX-3.84

Exhibit 3.84

BYLAWS

OF

NORMAL LIFE OF CALIFORNIA, INC.

     I certify that the following Bylaws, consisting of 3 pages, each of which I have initialed for identification, are the Bylaws adopted by the incorporator of NORMAL LIFE OF CALIFORNIA, INC. (the “Corporation”), by written action of Incorporator dated as of May 1, 1997, and ratified by the Board of Directors of the Corporation by unanimous written action dated as of May 1, 1997.

/s/ Kathryn S. Graham  

Kathryn S. Graham, Secretary 

BYLAWS

OF

NORMAL LIFE OF CALIFORNIA, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the -election of directors and the transaction of such other business as may properlycome-before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s registered office.

2. Board of Directors

     2.1 The authorized number of directors shall be four (4), unless and until this Section 2.1 is properly amended.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the California General Corporation Law, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephones or personally delivered to each director at least forty-eight hours before the time of the meeting or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Executive Vice, Presidents and Vice Presidents, and shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

     3.2 The President shall:

          (a) have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors;

          (b) have authority to preside at all meetings of the shareholders and of the Board of Directors;

          (c) have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation; and

          (d) have such other powers and duties as the Board of Directors may assign to

him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or if not designated in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall:

          (a) issue notices of all meetings for which notice is required to be given;

          (b) keep the minutes of all meetings and have charge of the corporate record books, and

          (c) have such other duties and powers as the Board of Directors or the President may assign to him or her.

     3.5 The Treasurer shall:

          (a) have the custody of all funds and securities of the Corporation;

          (b) keep adequate and correct accounts of the Corporation’s affairs and transactions; and

          (c) have such other duties and powers as the Board of Directors or the President may assign to him or her.

     3.6 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall

from time to time be prescribed by the President.

     4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.85

Exhibit 3.85

ARTICLES OF MERGER
OF
NORMAL LIFE OF SHERIDAN, INC.
INTO
NORMAL LIFE OF TERRE HAUTE, INC.

     The undersigned corporation, Normal Life of Terre Haute, Inc., DOES HEREBY CERTIFY:

     FIRST: That the name and state of incorporation of each of the s• constituent corporations to the merger is as follows:

     SECOND: That a Plan of Merger dated July 1, 1996 between the parties to the merger (a copy of which is attached hereto as Exhibit A) has been adopted by the board of directors of each of the constituent corporations in accordance with the requirements of Section 23-1-40-1 of the Indiana Business Corporation Law. The approval of the shareholders of each constituent corporation to the merger is not required.

     THIRD: The surviving corporation of the merger is Normal Life of Terre Haute, Inc., an Indiana corporation, which name is hereby changed to “Normal Life of Central Indiana, Inc.”

     FOURTH: That the Articles of Incorporation of the surviving corporation, Normal Life of Central Indiana, Inc. (formerly known as Normal Life of Terre Haute, Inc.), an Indiana corporation, shall be the Articles of Incorporation of the surviving corporation; provided that such Articles of Incorporation shall be amended at the effective time of the merger as provided in paragraph Third hereto.

     FIFTH: That such executed Plan of Merger is on file at the principal place of business of the surviving corporation, which is 9100 Marksfield Road, Louisville, Kentucky 40222.

     IN WITNESS WHEREOF, the undersigned, by and through its duly authorized officer, does make these Articles of Merger, and such officer hereby affirms under penalty of perjury that these Articles of Merger are his act and deed and that the facts stated herein are true, and accordingly has hereunto set his hand, this 1st day of July, 1996.

NORMAL LIFE OF CENTRAL INDIANA, INC.
(f/k/a NORMAL LIFE OF TERRE HAUTE, INC.)

By:	/s/ Frederic H. Davis
Name: Frederic H. Davis
Title: Executive Vice President

EXHIBIT A
to Articles of Merger

PLAN OF MERGER

     This is a Plan of Merger dated as of July 1, 1996, between Normal Life of Terre Haute, Inc. (“NLTH”), an Indiana corporation and wholly-owned subsidiary of Normal Life, Inc., a Kentucky corporation, and Normal Life of Sheridan, Inc. (“NLSI”), an Indiana corporation and also a wholly-owned subsidiary of Normal Life, Inc. NLTH and NLSI are hereinafter sometimes referred to as “Constituent Corporations”, and NLTH as the “Surviving Corporation”.

Recitals

     1. NLTH and NLSI intend that NLSI merge into and with NLTH (the “Merger”), upon the terms and conditions set forth herein and in accordance with the Indiana Business Corporation Law (“Indiana BCL”) such that NLTH will continue as the surviving corporation and the separate existence of NLSI shall cease;

     2. NLTH and NLSI further intend that upon the Effective Time (hereafter defined) of the Merger all outstanding shares of the capital stock of NLSI be converted into capital stock of NLTH as provided herein;

     3. The respective boards of directors of NLSI and NLTH have approved the Merger; and

     4. NLSI and NLTH further intend that at the Effective Time of the Merger the name of NLTH shall be changed to “Normal Life of Central Indiana, Inc.”

     NOW, THEREFORE, in consideration of the mutual agreements and conditions herein contained, and in order to set forth the terms and conditions of the Merger and mode of carrying the same into effect, the parties hereby agree as follows:

ARTICLE I —THE MERGER

     SECTION 1.1 THE MERGER. Subject to the terms and conditions of this Plan of Merger, at the Effective Time, (as hereinafter defined), in accordance with this Plan of Merger and the Indiana BCL, NLSI shall be merged with and into NLTH. NLTH shall be the surviving corporation, and shall continue its corporate existence under the law of Indiana, and the separate existence of NLSI shall cease.

     SECTION 1.2 CONSUMMATION OF MERGER: EFFECTIVE TIME. The parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Indiana Articles of Merger complying with the provisions of Section 231-40-5 of the Indiana BCL. Once that filing has been made and the Indiana Secretary of State issues a Certificate of Merger, the Merger shall become effective. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

     SECTION 1.3 EFFECT OF THE MERGER. The Merger shall have the effects set forth in Section 43-1-40-6 of the Indiana BCL, and upon the effectiveness of the Merger, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of the Constituent Corporations, of a public as well as of ‘a private nature; it shall be subject to all of

the restrictions, disabilities and duties, of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in any of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

     SECTION 1.4 ARTICLES OF INCORPORATION; BY-LAWS; DIRECTORS AND OFFICERS. The Articles of Incorporation of NLTH, as amended in Article III below, shall be the Articles of Incorporation of the Surviving Corporation from and after the Effective Time. The By-Laws of NLTH shall be the By-Laws of the Surviving Corporation from and after the Effective Time. The initial directors of the Surviving Corporation shall be comprised of J. Robert Shaver, Kathryn S. Graham, and Frederic H. Davis, and the principal officers of the surviving corporation shall include: J. Robert Shaver, President; Kathryn Graham, Executive Vice President, Secretary and Treasurer, and Frederic H. Davis, Executive Vice President.

     SECTION 1.5 FURTHER ASSURANCES. If at any time after the Effective Time the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of any of the Constituent Corporations, or (b) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of any of the Constituent Corporations, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of such Constituent Corporation, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of such Constituent Corporation and otherwise to carry out the purposes of this Agreement.

ARTICLE II — CONVERSION OF SECURITIES

     SECTION 2.1 CONVERSION OF SHARES. At the Effective Time, each share of common stock, no par value, of NLSI (“NLSI Common Stock”), issued and outstanding immediately prior to the Effective Time shall, automatically by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) validly issued, fully paid. and nonassessable share of common stock, no par value, of the Surviving Corporation (other than such shares, if any, held in the treasury of NLSI, which shall be cancelled and retired, and for

which no. capital stock of the Surviving Corporation, cash or other consideration shall be paid or delivered). No fractional shares of NLTH Common Stock shall be issued in the conversion.

     SECTION 2.2 STOCK OPTIONS, WARRANTS, ETC. At the Effective Time, each outstanding stock option, warrant or other right to purchase NLSI Common Stock, whether or not then exercisable or vested, shall be cancelled and deemed null and void.

     SECTION 2.3 CLOSING OF STOCK TRANSFER BOOKS. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of capital stock of NLSI that was issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for the capital stock of NLSI are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger consideration as provided for in this Article II. After the Effective Time, each holder of the stock of NLSI shall cease to have any rights as a stockholder of NLSI, except to receive the Merger consideration provided for herein.

ARTICLE III — CHANGE OF NAME

     SECTION 3.1 CHANGE OF NAME. The Surviving Corporation does hereby modify and amend ARTICLE I of its Articles of Incorporation (filed September 23, 1988) as follows as of the Effective Time:

     The name of the corporation shall be: Normal Life of Central Indiana, Inc.

     IN WITNESS WHEREOF, the undersigned Constituent Corporations, by and through their duly authorized officer, do make this Plan of Merger, and such officer hereby affirms under penalty of perjury that this Plan of Merger is his act and deed and that the facts stated herein are true, and accordingly has hereunto set his hand, this 1st day of July, 1996.

NORMAL LIFE OF SHERIDAN, INC.
By:	/s/ Frederic H. Davis
	Frederic H. Davis
	Executive Vice President

NORMAL TERRE HAUTE, INC.
By:	/s/ Frederic H. Davis
	Frederic H. Davis
	Executive Vice President

EX-3.86

Exhibit 3.86

BYLAWS

OF

NORMAL LIFE OF CENTRAL INDIANA, INC.

     I certify that the following Bylaws, consisting of four pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Normal Life of Central Indiana, Inc. (the “Corporation”), by a Unanimous Written Action by Directors dated September 23, 1988.

/s/ Kathryn S. Graham  

Kathryn S. Graham, Secretary 

BYLAWS

OF

NORMAL LIFE OF CENTRAL INDIANA, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special

meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors the meeting shall be held at the Corporation’s registered office.

2. Board of Directors

     2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (a) are present in person or by proxy at a meeting held to elect directors and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the Indiana Business Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Vice Presidents and shall have a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

     3.2 The President shall

          (a) Have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors,

          (b) Have authority to preside at all meetings of the shareholders and of the Board of Directors,

          (c) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation, and

          (d) Have such other powers and duties as the Board of Directors may assign to him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or if not designated in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall

          (a) Issue notices of all meetings for which notice is required to be given, (b) Keep the minutes of all meetings and have charge of the corporate record books, and

          (c) Have such other duties and powers as the Board of Directors or the President may assign to him. 3.5 The Treasurer shall

          (a) Have the custody of all funds and securities of the Corporation, (b) Keep adequate and correct accounts of the Corporation’s affairs and transactions, and

          (c) Have such other duties and powers as the Board of Directors or the President may assign to him.

     3.6 Other officers and agents of the Corporation shall have

such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them.

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by.the President.

     4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.87

Exhibit 3.87

NORMAL LIFE OF GEORGIA, INC.

ARTICLES OF INCORPORATION

I.

     The name of the Corporation is:

Normal Life of Georgia, Inc.

II.

     The Corporation shall have authority to issue 100 shares of Common Stock having a par value of $.01 per share.

III.

     The initial registered office of the Corporation shall be at 1201 Peachtree Street, NE, Atlanta, Georgia 30361 in Fulton County. The initial registered agent of the Corporation at such address shall be CT Corporation System.

IV.

     The name and address of the incorporator is:

Thomas R. McNeill
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303

V.

     The mailing address of the initial principal office of the Corporation is 9100 Marksfield Road, Louisville, Kentucky 40222.

VI.

     No director shall have any personal liability to the Corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a director, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.

VII.

     Any Action required by law or by the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation, and any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast 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 were present and voted. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed and whose shares were not represented on the written consent.

VIII.

     The Corporation shall indemnify its officers and directors and advance or reimburse expenses incurred to the fullest extent permitted under the Georgia Business Corporation Code. Such indemnification and advancement or reimbursement of expenses shall not be deemed exclusive of any additional indemnification that the Board of Directors may deem advisable or of any rights to which those indemnified may otherwise be entitled. The Board of Directors of the Corporation may determine from time to time whether and to what extent to maintain insurance providing indemnification for officers and directors and such insurance need not be limited to the Corporation’s power of indemnification under the Georgia Business Corporation Code.

IX.

     The Corporation will make the request for publication of a notice of filing of the Articles of Incorporation and payment therefor as required by Section 14-2-201.1(b) of the Georgia Business Corporation Code.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as of this 16th day of May, 1997,

/s/ Thomas R. McNeill  

Thomas R. McNeill, Incorporator 

EX-3.88

Exhibit 3.88

BYLAWS

OF

NORMAL LIFE OF GEORGIA, INC.

     I certify that the following Bylaws, consisting of 3 pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of NORMAL LIFE OF GEORGIA, INC. (the “Corporation”), by written action of Incorporator dated as of May 16, 1997, and ratified by the Board of Directors of the Corporation by unanimous written action dated as of May 16, 1997.

/s/ Kathryn S. Graham  

Kathryn S. Graham, Secretary 

BYLAWS

OF

NORMAL LIFE OF GEORGIA, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s registered office.

2. Board of Directors

     2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (a) are present in person or by proxy at a meeting held to elect directors and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the Georgia Business Corporation Code, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephones or personally delivered to each director at least forty-eight hours before the time of the meeting or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Executive Vice Presidents and Vice Presidents, and shall have a President, a Secretary and a Treasurer, all.of whom shall be elected by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be elected by the Board of Directors or chosen by an officer or officers designated by it.

     3.2 The President shall:

          (a) have general charge and authority over the business of the Corporation subject to the direction of the Board of Directors;

          (b) have authority to preside at all meetings of the shareholders. and of the Board of Directors;

          (c) have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation; and

          (d) have such other powers and duties as the Board of Directors may assign to him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or if not designated in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall:

          (a) issue notices of all meetings for which notice is required to be given;

          (b) keep the minutes of all meetings and have charge of the corporate record books, and

          (c) have such other duties and powers as the Board of Directors or the President may assign to him or her.

     3.5 The Treasurer shall:

          (a) have the custody of all funds and securities of the Corporation;

          (b) keep adequate and correct accounts of the Corporation’s affairs and transactions; and

          (c) have such other duties and powers as the Board of Directors or the President may assign to him or her.

     3.6 Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the President may assign to them

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

     4.2 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.89

Exhibit 3.89

AMENDMENT TO AGREEMENT
OF GENERAL PARTNERSHIP OF
NORMAL LIFE OF INDIANA

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

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

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

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

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

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

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

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

Normal Life of Southern Indiana, Inc.,	Normal Life of Central Indiana, Inc.
Its General Partner	Its Other General Partner

By:	/s/ L. Bryan Shaul	By:	/s/ L. Bryan Shaul
	L. Bryan Shaul		L. Bryan Shaul
	Assistant Treasurer		Assistant Treasurer

AGREEMENT OF GENERAL
PARTNERSHIP OF
NORMAL LIFE OF INDIANA

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

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

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

GENERAL PROVISIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

THE PARTNERS

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

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

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

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

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

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

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

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

ARTICLE III

PARTNERSHIP PERCENTAGES; ACCOUNTING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     SECTION 3.08 Bank Accounts. The Partners shall open and maintain one or more bank accounts in the Partnership name and for the benefit of the Partnership in which there shall be deposited all funds of the Partnership. The funds in the Partnership bank account or accounts shall be solely for the objects of the Partnership and, unless otherwise established in the pertinent resolutions establishing the account or accounts, may be withdrawn on behalf of the Partnership upon the signature of any officer of any Partner, signing alone, and upon the signature of any employee or other representative of the Partnership as may be designated by the Partners, signing alone. To the extent practicable, all expenses of the Partnership shall be paid by check drawn on such account or accounts.

ARTICLE IV

WITHDRAWALS AND DISTRIBUTIONS OF CAPITAL

     SECTION 4.01 Loans and Withdrawals in General. A Partner shall be entitled to borrow or withdraw any amount from the Partnership only with the approval of the holders of more than 66 2/3% of the Voting Partnership Percentages.

     SECTION 4.02 Distributions. The Partners shall make distributions of the Net Operating Profits and Net Realized Capital Gains in such amounts at such time or times as the holders of more than 66 2/3% of the Voting Partnership Percentages shall determine, all in the proportions of the respective Partnership Percentages.

ARTICLE V

DISSOLUTION; WINDING-UP

     SECTION 5.01 Dissolution. The Partnership shall be dissolved as to all Partners on a date specified in any decree of court or as determined by the Partners in accordance with Section 1.03, and the Partnership shall be wound-up and liquidated thereafter as promptly as practicable in accordance with law and the following provisions. Upon . dissolution as aforesaid occasioned other than pursuant to decree of court, the affairs of the Partnership shall be wound-up jointly by the Partners. Upon dissolution and liquidation a full and general account of the assets and liabilities of the Partnership and the capital account of the Partners shall be taken and the assets of the Partnership shall be applied in the following order of priority:

     (a) first, in discharge of (i) claims of creditors of the Partnership who are not Partners and (ii) all expenses of liquidation; in the event the Partnership’s obligation to make any such payment shall be subject to a contingency, the amount thereof shall be reserved until such contingency shall cease to exist and thereafter shall be applied in accordance with this Section 5.01;

     (b) second, to the pro rata payment of all claims of Partners for advances to the Partnership; provided, however, that this clause shall not be construed to include any repayment of any Partner’s Capital Contribution or any Partner’s capital account balance; and

     (c) finally, any remaining surplus shall be distributed to the Partners in the same proportion, as to each Partner, as the amounts of their respective Closing Capital Accounts.

     SECTION 5.02 Winding-Up. In winding-up the affairs of the Partnership, subject to satisfying the requirements of clauses (a) and (b) of Section 5.01, the responsible Partners may determine to distribute in kind any and all properties of the Partnership that are suitable or legal for distribution in kind and shall take action to liquidate all other assets as promptly as practicable. All assets which are to be liquidated may be sold at public or private sale and any Partner may purchase such assets at such date.

ARTICLE VI

ASSIGNMENTS AND TRANSFERS OF PARTNERSHIP INTERESTS

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

ARTICLE VII

MISCELLANEOUS

     SECTION 7.01 Filings. The Partners shall promptly cause to be filed, recorded and published such statements of fictitious business name and other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the formation of the Partnership or the conduct of its business from time to time.

     SECTION 7.02 Amendments. This Agreement shall not be amended except by an instrument in writing, executed by all Partners.

     SECTION 7.03 Successors; Counterparts. This Agreement: (a) shall be binding the successors and permitted assigns of the Partners; and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart as of the day and year first above written.

     SECTION 7.04 Governing Law, Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Agreement

shall be invalid or unenforceable under said law or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of any applicable law, and, in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions.

     SECTION 7.05 Notices. All notices that are required to be given in writing hereunder, shall be deemed to have been duly given if delivered personally to the recipient Partner or mailed, first class registered mail with postage pre-paid, return receipt requested, to such Partner at its address set forth in the Schedule or at such other address or addresses as such Partner shall have notified the other Partners.

General Partner:
	NORMAL LIFE OF INDIANA, INC.
	an Indiana corporation
	By:	/s/ Frederic H. Davis
		Frederic H. Davis
		Executive Vice President
General Partner:
	NORMAL LIFE OF TERRE HAUTE, INC.
	an Indiana corporation
	By:	/s/ Frederic H. Davis
		Frederic H. Davis
		Executive Vice President
General Partner:
	NORMAL LIFE OF SHERIDAN, INC.
	an Indiana corporation
	By:	/s/ Frederic H. Davis
		Frederic H. Davis
		Executive Vice President

SCHEDULE

Partner and Address	Capital Contribution	Percentage
Normal Life of Indiana, Inc	$7,859		17.08%
1720 N. Kentucky Ave.
Evansville, IN 47711
Fed. ID #35-1572479
	All tangible and intangible assets of the corporation, including all assets associated with the following 11 CFR/DD group homes:
	Adams, Michigan, Delmar, Linwood, Mesker, Marion, Sheffield, Riverside, Olmstead, Chandler, and Pfiefer
Normal Life of Terre Haute, Inc.	$19,403		42.22%
1800 S. 3rd St.
Terre Haute, IN 47802
Fed. ID #62-1365098
	All tangible and intangible assets of the corporation, including all assets associated with the following 16 CFR/DD group homes:
	South 11th, Schaal, Washington, 7th Street, 17th Street, Marley, Hampton, N. 6th St., Pine Villa, Cruft, East Main St., W. College, Anderson, Redwood, and N. Lafayette.
Normal Life of Sheriday, Inc.	$18,740		40.70%
903 Sheridan Avenue, Box 9
Sheridan, IN 46069
Fed. ID #35-1878551
	All tangible and intangible assets of the corporation, including all assets associated with the following 50 bed ICF/MR facility: Normal Life of Indiana, Inc., Sheridan, IN
	$46,002		100	%

EX-3.90

Exhibit 3.90

ARTICLES OF INCORPORATION

NORMAL LIFE OF LAFAYETTE, INC.

COMMONWEALTH OF KENTUCKY

COUNTY OF JEFFERSON

     BE IT KNOWN that on this 3rd day of September, 1987,

     BEFORE ME, the undersigned Notary Public in, and for the state and county aforesaid, personally appeared J. Robert Shaver. ^-a person of the full age of majority, who declared to me, Notary, In the presence of the undersigned competent witnesses, that availing himself of the provisions of the Louisiana Business Corporation Law .he does hereby form a corporation under and in accordance with the following Articles of Incorporation^:

Article 1.

Name

     The name of the Corporation is NORMAL LIFE OF LAFAYETTE, INC.

Article 2

     The Corporation’s purpose is to engage in any lawful activity for which corporations may be formed-^-under the Business Corporation Law of Louisiana.

.Article 3

Capital_.

     The Corporation has authority to issue 1,000 shares of common stock at no par value.

Article 4

Preemptive Rights

     Shareholders shall have .preemptive rights.

Article.: 5

Shareholders’’ Consents

     Whenever the affirmative vote of shareholders is required to authorize or constitute corporation action, the consent in writing to such action signed only by shareholders holding that proportion of the total voting power on the question which is required^-by law or by these Articles of Incorporation, whichever requirement is            higher,. shall be sufficient for the purpose, without necessity for a meeting of shareholders.

Article 6

Reversion

     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 (1) year after the dividend or redemption price became payable or the share became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’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 reasons satisfactory to it, but need not, authorize (a) payment of the amount of any cash or property dividend or redemption price or (b) issuance of any shares, ownership of’ which ^:has reverted to the Corporation pursuant hereto the entity who or which would be entitled thereto had such reversion not. occurred .

Article 7

Incorporator

     The name and post office address .of the incorporator is:

J. Robert Shaver

Suite 712
10100 Linn Station Road
Louisville, Ky. 40223

     THUS DONE AND PASSED in duplicate original in the City of Louisville, Commonwealth of Kentucky, on the day, month and year hereinabove set forth in the presence of the undersigned competent. witnesses and me, Notary, after due reading of the whole.

WITNESSES:

/s/ Kathryn S. Graham	/s/ J. Robert Shaver
/s/ Eric Givens	J. Robert Shaver, Incorporator

INITIAL REPORT

OF

:NORMAL LIFE OF LAFAYETTE, INC.

Complying : With R.S. 12:101, NORMAL LIFE OF LAFAYETTE, INC.

hereby makes its initial report as follows::

1.

     The Corporation’s registered office is located at and its post office :address is

2500 Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130

2.

     Its registered agent is ‘ROBERT A. KUTCHER whose municipal-address is 250O Poydras Center, 650 Poydras Street, New Orleans, Louisiana 70130.

3.

     The first Directors of the Corporation are:

J. Robert Shaver
Suite 712
10100 Linn Station Road
Louisville,, Kentucky 40223.

^:Kathryn S. Graham
Suite 712
10100 Linn Station Road
Louisville, Kentucky 40223

     Dated :on this 3rd day of September, 1987.

     /s/ J. Robert Shaver

J. Robert Shaver

Incorporator

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OF 1987

To the State Corporation Department
State of Louisiana

STATE OF LOUISIANA

PARISH OF ORLEANS

On this 2^nd day of October, 1987, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared ROBERT A. KUTCHER, who is to me known to be the person, and who, being duly sworn, acknowledged to me that he does hereby accept appointment as the Registered Agent of NORMAL LIFE OF LAFAYETTE, INC., which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, Chapter 1, 2 and 3.

     /s/ Robert A. Kutcher

REGISTERED AGENT

Subscribed and sworn to before
me on the day, month, and year
first above set forth

/s/ Jonathan Bookman

Notary Public

NOTE: If the Agent is a Corporation authorized to act as an agent then the affidavit must be executed by an officer of the corporation.

Issued by James H. “Jim” Brown
Secretary of State
05.308 (9/87)

EX-3.91

Exhibit 3.91

BY-LAWS OF
NORMAL LIFE OF LAFAYETTE, INC.

ARTICLE 1

Section 1. Annual Meeting of Shareholders

The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation and shall not otherwise affect valid corporate acts.

Section 2. Special Meeting of Shareholders

Special meetings of the shareholders may be held whenever called in writing by vote of a majority of the Board of Directors or by the President. Notice_ of all special shareholders’ meeting, other than adjourned meetings, shall be given in the-manner prescribed for the annual

shareholders’ meeting, except the notice must be given at least two days prior to the date of the meeting. Any shareholder may waive notice of the meeting.

Section 3. Quorum

At any shareholders’ meeting, 51% of all of the shares of the company present in person or represented by proxy shall constitute a quorum for all purposes, unless by law a larger representation is required, and in that case, the percentage so prescribed by law. If the holders of stock necessary to constitute a quorum shall fail to attend in person or by proxy at an annual or special meeting, a majority of the shareholders present in person or by proxy may adjourn the meeting from time to time, without notice, other than by announcement at the meeting, until holders of stock sufficient to constitute a quorum, shall attend. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4. Voting

At each meeting of shareholders, each shareholder shall be entitled to vote in person or by proxy, appointed by

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instrument in writing, signed by the shareholder or his authorized attorney and delivered to the Secretary of the meeting, and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting.

ARTICLE II

Section 1. Board of Directors

The Board of Directors shall consist of no less than two, nor more than seven, persons, and shall be elected by the shareholders at the annual meeting and shall hold office for one year and until their successors are elected and qualified.

Section 2. Place of Meetings

The meetings of the Board of Directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to time appoint.

Section 3. Regular Meetings of the Board of Directors

Regular meetings of the Board shall be held on the first day of each month if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday. No notice shall be required for any regular Board meeting.

Section 4. Special Meetings of the Board of Directors

Special meetings of the Board of Directors shall be held whenever called by direction or by a majority in

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number of the directors or by the President. The Secretary shall give notice of such special meeting by mailing same at least two (2) days before the meeting, addressed to the last known address of each director, or by telephoning, telegraphing, or giving personal notice at least one (1) day before the meeting. Any director may waive notice of a special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 5. Quorum for Meeting of Board of Directors

A majority of the Board of Directors shall constitute a quorum, and the acts of a majority at a meeting having a quorum shall constitute the acts of the Board. A majority of those present may adjourn the meeting from time to time.

Section 6. Proxy

Any director absent from a regular or special meeting may be represented by any other director or shareholder who may cast the vote of the absent director according to the written instructions, general or special, of said absent director.

Section 7. Election of Officers

At the first regular or special meeting of the new Board of Directors in each year, at which a quorum shall be present, held next after the annual meeting of the shareholders, the Board of Directors shall elect the officers of the company.

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ARTICLE III

Section 1. Officers

The officers shall be President, Secretary, and Treasurer, and such other officers as may be provided by the Board. Any two of the above named officers may be combined in one person. The officers shall hold office for one year and until their respective successors have been duly elected and qualified. However, any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.

Section 2. Powers and Duties of the President

The President shall be the chief executive officer of the company. He shall preside at all shareholders’ and directors’ meetings. He shall have supervision of the business of the company. He may sign and execute all contracts, bonds, and obligations of the company. He, along with any other officer of the company, shall sign the certificates of the shares of the capital stock of the company. He shall do and perform such other acts as may be from time to time assigned to him by the Board.

Section 3. Powers and. Duties of Vice President

Any Vice President, who is a director, shall possess the powers and perform the duties of the President in his absence or disability. In the absence of the President, he may sign and execute all bonds, contracts, and obligations in the name of the company,

5

and along with any other officer he may sign all certificates of shares of the capital stock of the company. He shall do and perform such other duties as may be from time to time assigned to him by the Board. A Vice President who is not a director shall not possess the power nor perform the duties of the President in his absence or disability.

Section 4. Powers and Duties of the Secretary

The Secretary shall keep the minutes of the meetings of the shareholders and the directors, and give notices of such meetings. He shall perform in general the duties incident to the Office of Secretary, subject to the control of the Board, and shall perform such other duties as the Board may assign to him from time to time. He may sign certificates of stock of the corporation along with the President.

Section 5. Powers and Duties of the Treasurer

The Treasurer shall perform, in general, the duties incident to the office of Treasurer subject to the control of the Board, and shall perform such other duties as the Board may assign him from time to time. He may, along with the President, sign certificates of stock of the corporation.

6

ARTICLE IV

Stock in Other Corporations

Unless otherwise ordered by the Board, the President, or a proxy appointed by the President, shall have full power in behalf of the company to vote at any meeting of stockholders of any corporation in which this company may hold stock, and exercise all rights and powers of such stock which the company might have exercised if present. The Board may confer like powers upon any other person or persons.

ARTICLE V

Section 1. Certificate of Shares

Each stockholder shall be entitled to a certificate signed by the President, along with any other officer. The form of certificate shall be adopted by the Board.

Section 2. Transfer of Shares

Shares shall be transferred only on the books of the company upon surrender and cancellation of certificates for a like number of shares.

Section 3. Closing of Transfer Books

The stock transfer books may be closed for a shareholders’ meeting, and for the payment of dividends during such periods as the Board may fix from time to time, and during such periods, no stock shall be transferred.

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ARTICLE VI

Signing of Checks, etc.

Checks or notes of this corporation shall be signed by such officers or persons as the Board may from time to time designate.

ARTICLE VII

Dividends on Stock

Dividends on stock of this corporation shall be payable as the Board of Directors may from time to time designate.

ARTICLE VIII

Corporate Seal

A seal with the words, NORMAL LIFE OF LAFAYETTE, INC., shall be the corporate seal of this company.

ARTICLE IX

Amendments to By-Laws

The Board of Directors shall have power to make, amend, and repeal the By-laws of the company by vote of a majority of all of the directors at any regular or special meeting, without any prior notice of intention to make, amend, or repeal the By-laws.

ARTICLE X

Indemnity

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

8

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 or 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 or 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 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 of the corporation the director or officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct. 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.

9

EX-3.92

Exhibit 3.92

	*
ARTICLES OF INCORPORATION
	*	UNITED STATES OF AMERICA
OF
	*	STATE OF LOUISIANA
NORMAL LIFE OF
LAKE CHARLES, INC.	*	PARISH OF ORLEANS
	*
*          *          *          *          *          *	*

     The undersigned, availing himself of the provisions of the Louisiana Business Corporation Law does hereby organize himself, his successors and assigns, into a corporation in pursuance of that law, under and in accordance with the following Articles of Incorporation:

ARTICLE I.

NAME

     The name of the corporation is:

NORMAL LIFE OF LAKE CHARLES, INC.

ARTICLE II.

OBJECTS AND PURPOSES

     The objects and purposes for which this corporation is organized and the nature of the business to be carried on by it are stated and declared to be as follows:

     To enter into any business lawful under the laws of the State of Louisiana, either for its own account, or for the account of others, as agent, and either as agent or principal, to enter upon or engage in any kind of business of any nature whatsoever, in which corporations organized under the Louisiana Business Corporations Law may engage; and to the extent not prohibited thereby to enter upon and engage in any kind of business of any nature whatsoever in any other state of the United States of America, any foreign nation, and any territory of any

country to the extent permitted by the laws of such other state, nation or territory.

ARTICLE III.

CAPITAL

     The aggregate number of shares which this corporation shall have authority to issues is one thousand (1,000), all without per value.

ARTICLE IV.

INCORPORATOR

     The Incorporator’s name and post office address is:

Bernard H. Berins

2500 Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130

PREEMPTIVE RIGHTS

     The shareholders shall have preemptive rights.

ARTICLE VI.

REVERSION

     Cash, property or share dividends and shares issuable to shareholders in connection with a reclassification of stock which are not claimed by the shareholders thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation’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 (a) the payment of the amount of any cash or property

dividend or redemption price or (b) the issuance of any shares, ownership of which has reverted to the Corporation pursuant hereto, to the entity who or which would be entitled thereto had such reversion not occurred.

ARTICLE VII.

DIRECTORS

     The number of directors of the corporation shall be such number, not less than two (2) nor greater than five (5), as shall be designated in the bylaws, or if not so designated, as shall be elected from time to time by the shareholders. When all of the outstanding shares are held of record by fewer than two (2) shareholders, there need by only as many directors as there are shareholders.

ARTICLE VIII.

SHAREHOLDERS’ CONSENTS

     Consents in writing to corporate action may be signed by the shareholders having that proportion of the total voting power which would be required to authorize or constitute such action at a meeting of shareholders.

IN WITNESS WHEREOF, the Incorporator has hereunto placed his signature on this 15th day of February 1991.

WITNESSES:

/s/ Jane Z. Berins	/s/ Bernard H. Berins
	BERNARD H. BERINS, INCORPORATOR
/s/ Deborah Lynn Berins
STATE OF LOUISIANA
PARISH OF ORLEANS

BE IT KNOWN, That on this 15th day of February, 1991,

     BEFORE ME, the undersigned authority, duly commissioned, qualified and sworn, within and for the State and Parish aforesaid, personally came and appeared BERNARD H. BERINS, to me known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that he executed the above and foregoing instrument of his own free will, as his own act and deed, for the uses, purposes and benefits therein expressed.
WITNESSES:

/s/ Jane Z. Berins	/s/ Bernard H. Berins
	BERNARD H. BERINS
/s/ Deborah Lynn Berins

NOTARY PUBLIC

New Orleans, Louisiana

February 15, 1991

INITIAL REPORT OF
NORMAL LIFE OF LAKE CHARLES, INC.

     1. The corporation’s registered office is located at and its post office address is:

2500 Poydras Center
650 Poydras Street
New Orleans, Louisiana 70130-6101

     2. The corporation’s registered agent is Bernard H. Berins, 2500 Poydras Center, 650 Poydras Street, New Orleans, Louisiana 70130-6101.

     3. The first directors are:

J. Robert Shaver, 2950 Breckenridge Lane, Unit 8A, Louisville, Kentucky 40220;

Katheryn S. Graham, 2950 Breckenridge Lane, Unite 8A, Louisville, Kentucky 40220;

Mary Kay Lamb, 2950 Breckenridge Lane, Unit 8A, Louisville, Kentucky 40220.

/s/ Bernard H. Berins  

BERNARD H. BERINS 

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OF 1987

STATE OF LOUISIANA

PARISH OF JEFFERSON

     On this 15th day of February, 1991, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared Bernard H. Berins, who is to me known to be the person, and who, being duly sworn, acknowledge to me that he does hereby accept appointment as the Registered Agent of Normal Life of Lake Charles, Inc. which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, Chapter 1, 2 and 3.

/s/ Bernard H. Berins  

BERNARD H. BERINS 

Subscribed and sworn to
Before me the day, month
and year first above set forth.

NOTARY PUBLIC

EX-3.93

Exhibit 3.93

BYLAWS

OF

NORMAL LIFE OF LAKE CHARLES, INC.

     I certify that the following Bylaws, consisting of nine pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Normal Life of Lake Charles, Inc. (the “Company”), by a Unanimous Written Action by Directors in Lieu of Organizational Meeting dated February 14, 1991.

/s/ Kathryn S. Graham  

Kathryn S. Graham, Secretary 

BY-LAWS

OF

NORMAL LIFE OF LAKE CHARLES, INC.

ARTICLE I

     Section I. Annual Meeting of Shareholders. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s- fiscal year. The purpose .of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation and shall not otherwise affect valid corporate acts.

     Section 2. Special Meeting of Shareholders. Special meetings of the shareholders may be held whenever called at any time in writing by vote of a majority of the Board of Directors or by the President or upon the written request of any shareholder or shareholders holding in the aggregate one-fifth of the total voting power. Notice of all special shareholders’ meetings, other than adjourned meetings, shall be given in the manner prescribed for the annual shareholders’ meeting, except the notice must be given at least two days prior to the date of the meeting. Any shareholder may waive notice of the meeting.

     Section 3. Quorum. At any shareholders’ meeting, 51% of the issued and outstanding

shares of the Company’s stock entitled to vote at such meeting which are present in person or represented by proxy shall constitute a quorum for all purposes, unless by law a larger representation is required, and in that case, the percentage so prescribed by law. If the holders of stock necessary to constitute a quorum shall fail to attend in person or by proxy at an annual or special meeting, a majority of the shareholders present in person or by proxy may adjourn the meeting from time to time, without notice, other than by announcement at the meeting, until holders of stock sufficient to constitute a quorum, shall attend. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 4. Voting. At each meeting of shareholders, each shareholder shall be entitled to vote in person or by proxy, appointed by instrument in writing, signed by the shareholder or his authorized attorney and delivered to the secretary of the meeting, and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting.

ARTICLE II

     Section 1. Board of Directors. The Board of Directors shall consist of not less than three, nor more than seven, persons, except that when all of the outstanding shares of the Company are held of record by fewer than three shareholders, there need be only as many directors as there are shareholders. The directors shall be elected by the shareholders at the annual meeting and shall hold office for one year and until their successors are elected and qualified.

     Section 2. Place of Meeting. The meetings of the Board of 4 Directors may be held at such place, whether in this state or elsewhere, as a majority of the directors may from time to

time appoint.

     Section 3. Annual Meeting of the Board of Directors. An annual meeting of the Board of Directors shall be held on or before March 31 of each year on a date designated by the Secretary. Notice of such meeting shall be given in the same manner as set forth in Section 4 below.

     Section 4. Special Meetings of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by direction or by a majority in number of the directors or by the President. The Secretary shall give notice of such special meeting by mailing same at least two (2) days before the meeting, addressed to the last known address of each director, or by telephoning, telegraphing, or giving personal notice at least one (1) day before the meeting. Any director may waive notice of a special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

     Section 5. Quorum for Meeting of Board of Directors. A majority of the Board of Directors shall constitute a quorum, and the acts of a majority at a meeting having a quorum shall constitute the acts of the Board of Directors. A majority of those present may adjourn the meeting from time to time.

     Section 6. Proxy. Any director absent from a regular or special meeting may be represented by any other director or shareholder who may cast the vote of the absent director according to the written instructions, general or special, of said absent director.

     Section 7. Election of Officers. At the first regular or special meeting of the new Board of Directors in each year, at which a quorum shall be present, held next after the annual meeting of the shareholders, the Board of Directors shall elect the officers of the Company.

ARTICLE III

     Section 1. Officers. The Company may have one or more Vice Presidents and shall have a President, a Secretary, and a Treasurer. The Company may also have such other officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it. Any two of the above named officers may be combined in one person. The officers shall hold office for one year and until their respective successors have been duly elected and qualified. However, any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors.

     Section 2. Powers and Duties of the President. The President shall be the chief executive officer of the Company. He shall preside at all shareholders’ and directors’ meetings. He shall have supervision of the business of the Company. He may sign and execute all contracts, bonds, and obligations on behalf of the Company. He, along with any other officer of the Company, shall sign the stock certificates of the Company. He shall do and perform such other acts as may be from time to time assigned to him by the Board of Directors.

     Section 3. Powers and Duties of the Vice President. A Vice President, who is a director, if any, or if there be more than one, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election) shall possess the powers and perform the duties of the President in his absence or disability. In the absence of the President, he may sign and execute all bonds, contracts, and obligations on behalf of the Company, and along with any other officer he may sign the stock certificates of the Company. He shall do and perform such other duties as may be from time to time assigned to him by the Board of Directors. A Vice President who is not a director shall not possess the power nor perform the duties of the President in his absence or disability.

     Section 4. Powers and Duties of the Secretary. The Secretary shall keep the minutes of

the meetings of the shareholders and the directors, and give notices of such meetings. He shall perform in general the duties incident to the Office of Secretary, subject to the control of the Board of Directors, and shall perform such. other duties as the Board of Directors may assign to him from time to time. He may, along with the President, sign the stock certificates of the Company.

     Section 5. Powers and Duties of the Treasurer. The Treasurer shall perform, in general, the duties incident to the office of Treasurer subject to the control of the Board of Directors and shall perform such other duties as the Board of Directors may assign him from time to time. He may, along with the President, sign the stock certificates of the Company.

ARTICLE IV

Stock in Other Corporations

     Unless otherwise ordered by the Board of Directors, the President, or a proxy appointed by the President, shall have full power on behalf of the Company to vote at any meeting of stockholders of any corporation in which the Company may hold stock, and exercise all rights and powers of such stock which the Company might have exercised if present. The Board of Directors may confer like powers upon any other person or persons.

ARTICLE V

     Section 1. Certificate of Shares. Each stockholder shall be entitled to a certificate signed by the President, along with any other officer. The form of certificate shall be adopted by the Board of Directors.

     Section 2. Transfer of Shares. Shares shall be transferred only on the books of the Company upon surrender and cancellation of certificates for a like number of shares.

     Section 3. Closing of Transfer Books. The stock transfer books may be closed for a

shareholders’ meeting, and for the payment of dividends during such periods as the Board of Directors may fix from time to time, and during such periods, no stock shall be transferred.

ARTICLE VI

Signing of Checks and Notes

     Checks or notes of the Company shall be signed by such officers or persons as the Board of Directors may from time to time designate.

ARTICLE VII

Dividends on Stock

     Dividends on stock of the Company shall be payable as the Board of Directors may from time to time designate.

ARTICLE VIII

Corporate Seal

     A seal with the words, NORMAL LIFE OF LAKE CHARLES, INC., shall be the corporate seal of the Company.

ARTICLE IX

Amendment to By-Laws

     The Board of Directors shall have power to make, amend, and repeal the By-laws of the Company by vote of a majority of all of the directors at any regular or special meeting, without any prior notice of intention to make, amend, or repeal the By-laws, subject to the power of the shareholders to change or repeal any by-laws so made.

ARTICLE X

Indemnification

     The Company shall indemnify and hold harmless each director and officer now or

hereafter serving the Company 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 Company and/or by reason of his alleged acts or 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, 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 Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Pursuant to the Company’s indemnification obligations set forth above, the Company shall also reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any or 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 in actions by or in the right of the Company no director or officer shall be indemnified against any claim or liability arising out of his own willful or intentional 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 of the Company the director or officer against whom such claim or liability is asserted has not been guilty of willful or intentional misconduct. 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.

EX-3.94

Exhibit 3.94

ARTICLES OF INCORPORATION	UNITED STATS OF AMERICA
OF	STATE OF LOUISIANA
NORMAL LIFE OF LOUISIANA, INC.

PARISH OF ORLEANS

     BE IT KNOWN, that on this 19^th day of January, in the year of our Lord, One Thousand Nine Hundred Eighty-four:

     BEFORE ME, James A. Gray, II, a Notary Public, duly commissioned and qualified, in and for the Parish of Orleans, State of Louisiana, therein residing, and in the presence of the witnesses hereinafter named and undersigned:

     PERSONALLY CAME AND APPEARED: Gladys Jackson, who declared unto me, Notary, in the presence of the undersigned competent witnesses residing in the Parish and State aforesaid, that availing herself of the provisions of R.S. 12:1 to 178, she does by these presents form and organize herself, as well as all such other persons who may hereafter joint or become associated with her or her successors and assign, into a corporation in pursuance of said law for the objects and purposes and under the covenants, stipulations and agreements and in connection with the following Articles of Incorporation, to-wit:

Article 1. Name

The name and title of this corporation shall be:

NORMAL LIFE OF LOUISIANA, INC.

Article 2. Purpose

     The purpose of the corporation is to engage in any lawful activity for which a Louisiana Corporation may be formed.

Article 3. Existence

     The corporation shall have perpetual existence.

Article 4. Registered Office

     The location and post office address of the registered office of this corporation is 3715 Williams Boulevard, Kenner, Louisiana, 70065 which shall continue as the registered office of the corporation until changed by the Board of Directors in the manner required by law.

Article 5. Registered Agent

     The full name and post office address of the registered agent of this corporation for the service of process is:

JEFFERSON, BRYAN & GRAY

(A Law Corporation)

Suite 3000

1001 Howard Avenue

New Orleans, Louisiana 70113

Article 6. Stock

     The total authorized number of shares of this corporation is 10,000 shares of common stock with no par value. The stock of this corporation shall be issued only for cash or for property or services actually performed. The Board of Directors shall fix the terms and conditions of sale and the time for the payment of all stock sold.

     All voting rights at stockholders’ meetings are vested in the holders of shares of the stock of this corporation and each stockholder shall be entitled to one vote, either in person or by

proxy, for each share of stock standing in his name on the books of the corporation. The right of vote by proxy is hereby irrevocably vested in each and every stockholder.

     The said stock of this corporation shall be fully paid and non-assessable when issue, shall be represented by certificates and shall be personal property. No transfer of the said stock shall be binding upon this corporation unless said transfer is made in accordance with this charter and recorded in the books thereof.

     No stockholder shall ever enjoy any preemptive right to subscribe to any or all additions to the stock of this corporation.

Article 7. Directors

     The business and affairs of this corporation shall be managed and all the corporate powers thereof shall be vested in and exercised by a Board of not less than 3 nor more than 7 directors, unless and until otherwise provided by the by-laws of this corporation.

     The Board of Directors shall have authority to make and alter by-laws, fix their own qualifications, classifications or terms of office, and fix or increase their compensation, subject to the powers of the shareholders to change or repeal the by-laws so made.

     Unless and until otherwise provided in the by-laws, the Directors shall hold office until their successors have been duly elected and qualified, and the number, qualification, classification terms of office, manner of election, time and places of meetings and powers and duties of the Directors shall be as form time to time fixed by the by-laws.

     Any vacancy occurring on the Board of Directors shall be filled by the shareholders of the corporation for the unexpired term at any meeting of the Board of Directors. Any Director absent from a meeting may be represented by any other Director, according to the written instructions, general or special of said absent director filed with the Secretary.

     The general annual meeting of the stockholders for the election of Directors shall e held at the registered office of the Corporation and shall take place on the first Saturday in February, of each year, beginning with the year 1982 or the first day thereafter when such day is a legal holiday, unless or until otherwise provided by the by-laws.

     The failure from any cause whatsoever to hold the annual meeting of the stockholders or the failure to elect Directors thereafter, shall not dissolve this corporation, but the directors and officers then in office shall remain in office until their successors have been fully qualified and installed. Directors shall be elected by cumulative voting.

Article 8. Incorporator

The name and post office address of the incorporator is:

Gladys Jackson

Suite 3000 – 1001 Howard Avenue

New Orleans, Louisiana 70113

Article 9. Shareholders

     All the shareholders meetings, general or special, shall be held in the State of Louisiana, or any other place agreed upon by the Directors unless otherwise provided by the by-laws of this corporation, and at all stockholders meetings a majority of the stock, whether present or represented by proxy, shall constitute a quorum. All stockholders may vote at all stockholders’ meetings either in person or by his agent who is duly authorized in writing to appear and act for him.

Article 10. Consent of Shareholders

     A. Consent of shareholders may be given in writing by fifty-one(51%) percent of the shareholders without the necessity of a meeting of shareholders in any matter requiring an affirmative vote of shareholders to authorize or constitute corporate action.

     B. The consent, together with a certificate by the Secretary of the Corporation to the effect that the subscribers to the consent constitute fifty-one (51%) percent of the shareholders entitled to vote on the particular question, shall be filed with the records of the corporation. Prompt notice shall be given to all of the shareholders of the action taken pursuant to the consent.

Article 11. Consent of Directors

     Any action may be taken at a meeting of the Board of Directors of any committee thereof my be taken by a consent in writing signed by all of the directors or by all members of the committee as the case may be, filed with the records of proceedings of the Board of Committee.

Article 12. Insolvency of Corporation

     The corporation claims and shall have the benefits of the provisions of R.S. 12:161.

Article 13. Changes in Capital

     This charter may be amended and the capital of this corporation may be increased or decreased, or this corporation may be dissolved in the method and manner provided by law.

Article 14. Liability of Stockholders

     No stockholder of this corporation shall ever be held liable or responsible for the contractors or faults of this corporation in any further sum then the unpaid balance of the stock for which he has subscribed, nor shall any mere informality in organization have the effect of rendering his charter null or of exposing stockholders to any liability other than as above provided.

     THUS DONE AND SIGNED, in my office in New Orleans, La., in the presence of Stephanie Edwards and Lorraine Hamilton, competent witnesses, on the day, month and year

hereinabove mentioned.

/s/ Gladys Jackson
	INCORPORATOR

WITNESSES:

/s/Stephanie Edwards                    
      Stephanie Edwards

/s/Lorraine Hamilton                    
      Lorraine Hamilton

/s/James A. Gray, II                    
      NOTARY PUBLIC

INITIAL REPORT BY DOMESTIC CORPORATIONS

STATE OF LOUISIANA
PARISH OF ORLEANS

TO:	Secretary of State
	Baton Rouge, LA

Complying with R.S. 1950, 12:101, Normal Life of Louisiana, Inc. hereby makes its initial report as follows:

          Municipal Address of Location of its Registered Office:

3715 Williams Blvd.
Kenner, Louisiana 70065

          Name and address of Registered Agent:

Jefferson, Bryan & Gray
Suite 3000, 1001 Howard Ave.
New Orleans, LA 70113

          New Orleans, Louisiana, this 19^th day and January, 1984.

/s/Gladys Jackson
	Incorporator

Prepare and Furnished by
Paul J. Hardy
Secretary of State

STATEMENT OF CHANGE OF REGISTERED OFFICE, OR REGISTERED AGENT IN LOUISIANA (if only the address of the registered office or business office of the registered agent is changed, the statement need only be executed by the registered agent.)

NORMAL LIFE OF LOUISIANA, INC.

Name of Corporation

3715 Williams Boulevard, Kenner, Louisiana 70062

Registered Office

JEFFERSON, BRYAN, GRAY & JUPITER

Successor Registered Agent

Suite 1850 Poydras Center, 650 Poydras St., NOLA 70130

Address

Principal business establishment in the State of Louisiana:

 Street   3715 Williams Blvd      City     Kenner                State          LA                    

/s/James A. Gray, II
Jefferson, Bryan, Gray & Jupiter
Registered Agent
	President or Vice-President

State of Louisiana

Parish or County Jefferson

     On this 5^th day of December, 1986, personally appeared before me James A. Gray, II, who, being by me first duly sworn, declared that he is the Registered Agent of Normal Life of Louisiana, Inc., that he executed the foregoing document as Registered Agent of the corporation, and that the statements therein contained are true.

/s/Clare Jupiter
	Notary Public

8909G(2)

July 14, 1987

NOTICE OF RESIGNATION OF REGISTERED AGENT

To:	Normal Life of Louisiana, Inc.
	Attention: President
	Secretary of State
	State of Louisiana
	P.O. Box 94125
	Baton Rouge, LA 70804
	Clerk of Court
	and Ex-Officio Recorder of Mortgages
	Parish of Orleans
	State of Louisiana

     This constitutes written notice, pursuant to the Louisiana Business Corporation Law, of the resignation of the undersigned as the registered agent of NORMAL LIFE OF LOUISIANA, INC.

     Enclosed to the Secretary of State and to the Recorder of Mortgages are checks for the appropriate fees due each for filing this notice as required.

/s/ James A. Gray, II

Jefferson, Bryan & Gray

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OR 1987

To the State Corporation Department
State of Louisiana

STATE OF LOUISIANA

PARISH OF ORLEANS

On this 14th day of September, 1987, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared Robert A. Kutcher, who is to me known to be the person, and who, being duly sworn, acknowledged to me that he does hereby accept appointment as the Registered Agent of Normal Life of Louisiana, Inc., which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, Chapter 1, 2 and 3.

/s/ Robert A. Kutcher
	Registered Agent

Subscribed and sworn to before
me on the day, month, and year
first above set forth

NOTARY PUBLIC

NOTE: If the Agent is a Corporation authorized to act as an agent then the affidavit must be executed by an officer of the corporation.

Issued by James H. “Jim” Brown
Secretary of State
SS 388 (9/87)

EX-3.95

Exhibit 3.95

BYLAWS

OF

NORMAL LIFE OF LOUISIANA, INC.

ARTICLE I

SHAREHOLDERS

          Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the-end of the Corporation’s fiscal year. The. purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

          Section 2. Special Meetings. Special meetings of the shareholders, for any purpose, or purposes, 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. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Louisiana, as the place of meeting for any annual meeting or any special meeting of the shareholders. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Louisiana.

          Section 4. Notice of Meeting. The Secretary of the corporation shall give notice of any and all meetings to each shareholder of record entitled to vote at such meeting by mailing same to his address as it appears on the stock transfer books of the corporation at least ten days

1

before such meeting. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting.

          Section 5. Quorum. A majority of the shares of stock of the corporation entitled to vote shall constitute a quorum at a meeting of the shareholders.

          Section 6. Manner of Acting. The^-act of the majority of the shareholders present at a meeting at which a quorum is present shall be the act of the shareholders.

          Section 7. Voting of Shares. Subject to the provisions of Section 8 of this Article I, each outstanding share of stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

          Section 8. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to cast, in person or by proxy, as many votes in aggregate as he shall be entitled to vote under the Articles of Articles of Incorporation, multiplied by the number of directors to be elected at such election; and each shareholder may cast the whole number of votes for one candidate, or distribute such votes among two or more candidates.

          Section 9. Informal Action by Shareholders. Unless otherwise provided by law, 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 executed by all of the shareholders entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE II

BOARD OF DIRECTORS

          Section 1. General Powers. The business and affairs of the corporation shall be managed by the Board of Directors.

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          Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of four (4) members. The number of the members of the Board of Directors may, at any time, be increased or decreased by amendment of these Bylaws. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

          Section 3. Regular Meetings. The 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 shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State

of Louisiana, for the holding of additional regular meetings without other notice than such resolution.

          Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, Vice President or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Louisiana, as the place for holding any special meeting of the Board of Directors called by them.

          Section 5. Notice. Notice of any special meeting shall be given at least three days previous thereto by written notice delivered personally or mailed to each Director at his last known address. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.

          Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.

          Section 7. Manner of Acting. The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

          Section 8. 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.

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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 shall be filled by the affirmative vote of a majority of directors. A Director elected to fill a vacancy by reason of an increase in the number of directors shall serve until the next annual meeting of shareholders.

          Section 9. Informal Action by Board of Directors. Unless otherwise provided by law, 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 may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be executed by all of the Directors entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE III

OFFICERS

          Section 1. Number. The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person if the corporation has more than one shareholder. The Board of Directors may appoint such other officers and agents as it shall deem necessary. The salaries of all officers and agents shall be fixed by the Board of Directors.

          Section 2. Election and Term of Office. The officers to be elected by the Board of Directors shall be elected annually 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 possible. Each officer shall hold office until his successor shall have been duly elected and qualified.

4

          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 interests of the corporation would be served thereby.

          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. Duties. The duties of the officers and agents of the corporation shall be such as are usually performed by corporate officers and agents or as may be fixed from time to time by the Board of Directors, including, but not limited to the following:

(a) PRESIDENT. The president shall be the principal executive officer of the corporation and shall generally supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general 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.

(b) VICE PRESIDENT. The vice president shall perform all the duties of the president in the president’s absence and in general shall perform all duties incident to the office of vice president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) SECRETARY. The secretary shall.: (1) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (2) see that all notices are given in accordance with the provisions of these bylaws, or as required by law; (3) be custodian of the corporation records; (4) keep a register of the post office address of each shareholder and director which shall be furnished to the secretary by such persons; (5) sign with the president, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (6) have general charge of the stock transfer books of the corporation; (7) in general perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.

(d) TREASURER. The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) receive and give

5

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; and (3) 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 President or the Board of Directors.

ARTICLE IV

FISCAL YEAR

The fiscal year of the Corporation shall begin on January 1 and end on December 31.

ARTICLE V

DIVIDENDS

          The Board of Directors may from time to time declare, and the corporation may pay, dividends in cash, property, or its own shares in the manner and upon the terms and conditions provided by law.

ARTICLE VI

WAIVER OF NOTICE

          Whenever any notice is required to be given to any shareholder or Director under the provisions of these Bylaws or under the Articles of Incorporation or by statute, a waiver there of 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 VII

AMENDMENTS

          These Bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

6

EX-3.96

Exhibit 3.96

ARTICLES OF INCORPORATION
OF
NORMAL LIFE OF SOUTHERN INDIANA, INC.

          1. The corporation’s name shall be Normal Life of Southern Indiana, Inc.

          2. The corporation’s duration shall be perpetual.

          3. The corporation’s purposes shall be to engage in and transact any and all lawful business for which corporations may be incorporated under the Indiana Business Corporation Act.

          4. The corporation shall have authority to issue 1,000 shares of common stock without par value. The corporation shall not commence business until it has received at least $1,000.00 of paid-in capital for the issuance of shares.

          5. The address of the corporation’s initial registered office shall be:

Suite 0
1016 Weinbach Avenue
Evansville, Indiana 47714

The name of the corporation’s initial registered agent at that address shall be William F. Beaven.

          6. The number of Directors constituting the corporation’s initial Board of Directors shall be four (4). The members of the initial Board of Directors and their residence addresses shall be:

William F. Beaven
P. O. Box 95, Hwy. 359
Uniontown, Kentucky 42461

Michael W. Mefford
606 Powhaten
Madisonville, Kentucky 42431

J. Robert Shaver
9708 Timberbrook Drive
Louisville, Kentucky 40223

Donnie Lindsey
General Delivery
Beaver Dam, Kentucky 42320

          7. Any written consent by any shareholder with respect to any action to be taken by unanimous written consent rather than at a meeting of shareholders may be signed on behalf of that shareholder by the person or persons who would be entitled to vote that shareholder’s shares with respect to the action if the action were taken at a meeting of the shareholders.

          8. If any shareholder or shareholders shall enter into with any shareholder or shareholders or with the corporation any agreement imposing any restrictions upon the transfer of shares of common stock of the corporation and shall deliver a copy of the agreement to the Secretary to be kept on file at the corporation’s registered office, then the shares subject to such restrictions shall be transferable only in accordance with such agreement and may be transferred on the stock transfer books of the corporation only in accordance with such agreement.

          9. The name and address of the incorporator is William G. Craig, Jr., 100 St. Ann Building, Owensboro, Kentucky 42301.

/s/ William G. Craig, Jr.

 William G. Craig, Jr.

DATE: August 1, 1983

STATE OF KENTUCKY
COUNTY OF DAVIESS

          SUBSCRIBED, SWORN AND ACKNOWLEDGED before me by William G. Craig, Jr., incorporator for the above named proposed corporation, this August 1, 1983.

/s/ Kimberly J. Anderson

Kimberly J. Anderson

Notary Public, Ky. State-at-Large

My commission expires: 3-4-85

EX-3.97

Exhibit 3.97

BYLAWS

OF

NORMAL LIFE OF SOUTHERN INDIANA, INC.

ARTICLE I

SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election^-of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Co ..ration and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings. Special meetings of the shareholders, for any purpose, or purposes, 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. Place of Meeting. The Board of Directors may designate any place, either within or without the-Commonwealth of Kentucky, as the place of meeting for any annual meeting or any special meeting of the shareholders. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Indiana.

     Section 4. Notice of Meeting. The Secretary of the corporation shall give notice of any and all meetings to each shareholder of record entitled to vote at such meeting by mailing

same to his address as it appears on the stock transfer books of the corporation at least ten days

2

before such meeting. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting.

     Section 5. Quorum. A majority of the shares of stock of the corporation entitled to vote shall constitute a quorum at a meeting of the shareholders.

     Section 6. Manner of Acting. The act of the majority of the shareholders present at a meeting at which a quorum is present shall be the act of the shareholders.

     Section 7. Voting of Shares. Subject to the provisions of Section 8 of this Article I, each outstanding share of stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 8. Cumulative Voting. At each election for directors every shareholder entitled to vote at such election shall have the right to cast, in person or by proxy, as many votes in aggregate as he shall be entitled to vote under the Articles of Articles of Incorporation, multiplied by the number of directors to be elected at such election; and each shareholder may cast the whole number of votes for one candidate, or distribute such votes among two or more candidates.

     Section 9. Informal Action by Shareholders. Unless otherwise provided by law, 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 executed by all of the shareholders entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE II

BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the corporation shall be managed by the Board of Directors.

3

     Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of four (4) members. The number of the members of the Board of Directors may, at any time, be increased or decreased by amendment of these Bylaws. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 3. Regular Meetings. The 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 shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Indiana, for the holding of additional regular meetings without other notice than such resolution.

     Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, Vice President or any member of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Indiana, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice. Notice of any special meeting shall be given at least three days previous thereto by written notice delivered personally or mailed to each Director at his last known address. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.

     Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.

     Section 7. Manner of Acting. The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

4

     Section 8. 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. 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 shall be filled by the affirmative vote of a majority of directors. A Director elected to fill a vacancy by reason of an increase in the number of directors shall serve until the next annual meeting of shareholders.

     Section 9. Informal Action by Board of Directors. Unless otherwise provided by law, 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 may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be executed by all of the Directors entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE III

OFFICERS

     Section 1. Number. The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person if the corporation has more than one shareholder. The Board of Directors may appoint such other officers and agents as it shall deem necessary. The salaries of all officers and agents shall be fixed by the Board of Directors.

     Section 2. Election and Term of Office. The officers to be elected by the Board of Directors shall be elected annually at the first meeting of the Board of Directors held after each

5

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 possible. Each officer shall hold office until his successor shall have been duly elected and qualified.

     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 interests of the corporation would be served thereby.

     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. Duties. The duties of the officers and agents of the corporation shall be such as are usually performed by corporate officers and agents or as may be fixed from time to time by the Board of Directors, including, but not limited to the following:

(a) PRESIDENT. The president shall be the principal executive officer of the corporation and shall generally supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general 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.

(b) VICE PRESIDENT. The vice president shall perform all the duties of the president in the president’s absence and in general shall perform all duties incident to the office of vice president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) SECRETARY. The secretary shall: (1) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (2) see that all notices are given in accordance with the provisions of these bylaws, or as required by law; (3) be custodian of the corporation records; (4) keep a register of the

6

post office address of each shareholder and director which shall be furnished to the secretary by such persons; (5) sign with the president, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (6) have general charge of the stock transfer books of the corporation; (7) in general perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.

(d) TREASURER. The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) 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; and (3) 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 President or the Board of Directors.

ARTICLE IV

FISCAL YEAR

     The fiscal year of the Corporation shall begin on January 1, and end on December 31.

ARTICLE V

DIVIDENDS

     The Board of Directors may from time to time declare, and the corporation may pay, dividends in cash, property, or its own shares in the manner and upon the terms and conditions provided by law.

ARTICLE VI

WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or Director under the provisions of these bylaws or under the Articles of Incorporation or by statute, 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.

7

ARTICLE VII

AMENDMENTS

     These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

8

EX-3.98

Exhibit 3.98

APPROVED
ARTICLES OF INCORPORATION
OF
NORMAL LIFE, INC.

     1. The corporation’s name shall be Normal Life, Inc.

     2. The corporation’s duration shall be perpetual.

     3. The corporation’s purposes shall be to engage in and transact any and all lawful business for which corporations may be incorporated under the Indiana Business Corporation Act.

     4. The corporation shall have authority to issue 1,000 shares of common stock without par value. The corporation shall not commence business until it has received at least $1,000.00 of paid-in capital for the issuance of shares.

     5. The address of the corporation’s initial registered office shall be:

Suite 0
1016 Weinbach Avenue
Evansville, Indiana 47714

     The name of the corporation’s initial registered agent at that address shall be William F. Beaven.

     6. The number of Directors constituting the corporation’s initial Board of Directors shall be four (4). The members of the initial Board of Directors and their residence addresses shall be:

William F. Beaven
P. 0. Box 95, Hwy. 359
Uniontown, Kentucky 42461

Michael W. Mefford
606 Powhaten
Madisonville, Kentucky 42431

J. Robert Shaver
9708 Timberbrook Drive
Louisville, Kentucky 40223

Donnie Lindsey
General Delivery
Beaver Dam, Kentucky 42320

     7. Any written consent by any shareholder with respect to any action to be taken by unanimous written consent rather than at a meeting of shareholders may be signed on behalf.: of that shareholder by the person or persons who would be entitled to vote that shareholder’s shares with respect to the action if the action were taken at a meeting of the shareholders.

     8. If any shareholder or shareholders shall enter into with any shareholder or shareholders or with the corporation any agreement imposing any restrictions upon the transfer of shares of common stock of the corporation and shall deliver a copy of the agreement to the Secretary to be kept on file at the corporation’s registered office, then the shares subject to such restrictions shall be transferable only in accordance with such agreement and may be transferred on the stock transfer books of the corporation only in accordance with such agreement.

     9. The name and address of the incorporator is William G. Craig, Jr., 100 St. Ann Building, Owensboro, Kentucky 42301.

/s/ William G. Craig, Jr.

William G. Craig, Jr.

DATE :

STATE OF KENTUCKY
COUNTY OF DAVIESS

     SUBSCRIBED, SWORN AND ACKNOWLEDGED before me by William G. Craig, Jr., incorporator for the above named proposed corporation, this August 1, 1983.

Notary Pubic Ky. State-at-Large

My commission expires:

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

OF

NORMAL LIFE, INC.

     I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that Articles of Amendment for the above Corporation have been filed in the form prescribed by my office, prepared and signed in duplicate in accordance with Chapter Four of the Indiana General Corporation Act (IC 23-1-4). The name of the corporation is amended as follows:

NORMAL LIFE OF INDIANA, INC.

     NOW, THEREFORE, upon due examination, I find that the Articles of Amendment conform to law, and have endorsed my approval upon the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy of such Articles has been filed in my office; and that the remaining copy of such Articles bearing the endorsement of my approval and filing has been returned by me to the Corporation.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis,
this	day of
May		1985
/s/ Edwin J. Simcox
EDWIN J. SIMCOX, Secretary of State
By
Deputy

NORMAL LIFE, INC.

     J. Robert Shaver, President and Michael W. Mefford, Secretary, of the above-named corporation, respectfully show that:

     1. Normal Life, Inc., was incorporated on August 4, 1983.

     2. At a duly called meeting of the Board of Directors of the above-named corporation held on April 29, 1985, with a quorum present, said Board of Directors by majority vote of the Directors present, duly adopted the following resolution, to-wit:

RESOLVED, that Article One (1) of the Articles of Incorporation of Normal Life, Inc., is hereby amended as follows:

Article 1. The name of this company shall be Normal Life, Inc., be and is hereby amended to read as follows:

Article 1. The name of this corporation shall be Normal Life of Indiana, Inc.

RESOLVED FURTHER, that a special meeting of the shareholders of this corporation entitled to vote in respect thereof is hereby called to be held May 10, 1985, at 10:00 a.m.

     3. That notice of the submission of said resolution of amendment to the shareholders at a duly called special meeting held on May 10, 1985, at 525 Sycamore Street, Evansville, Indiana, was given in accordance with the requirements of Section 8, paragraph (d) of the Indiana General Corporation Act, approved March 16, 1929.

     4. At said shareholders’ meeting the foregoing resolution of amendment was duly presented and adopted by the following vote and in the manner set forth in this certificate: No. of shares entitled to vote, 1,000. No. of shares voting in the affirmative, 1,000. No. of shares voting in the negative.

     5. The shares voting in respect of the foregoing resolution of amendment were in compliance with the provisions of Sections 24 and 25 of the Indiana General Corporation Act, approved March 16, 1929.

     WITNESS our hands and seals this 10th day of May, 1985.

NORMAL LIFE, INC., By:
By:	/s/ J. Robert Shaver
J. Robert Shaver, President

/s/ Michael W. Mefford

Michael W. Mefford, Secretary

STATE OF KENTUCKY	)
	)
COUNTY OF DAVIESS	)

     Before me, a notary public, in and for said county and state, personally appeared J. Robert Shaver, President, and Michael W. Mefford, Secretary, and acknowledged the execution of the foregoing instrument.

Notary Public

My commission expires

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

     WHEREAS, there has been presented to me at this office, Articles of Amendment for:

NORMAL LIFE OF INDIANA INC

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

The name of the corporation is amended as follows:

NORMAL LIVE OF SOUTHERN INDIANA, INC.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is December 17, 1996.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Seventeenth day of December  , 1996.

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NORMAL LIFE OF INDIANA, INC.

     The undersigned officer of Normal Life of Indiana, Inc. (hereinafter referred to as the “Corporation”), existing pursuant to the provisions of the Indiana Business Corporation Law as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certifies the following facts:

     FIRST: The date of incorporation of the Corporation is August 4, 1983.

     SECOND: The exact text of Article I of the Articles of Incorporation is hereby changed, and the name of the Corporation shall be as set forth below following this amendment to the Articles of incorporation:

     1. The corporation’s name shall be Normal Life of Southern Indiana, Inc.

     THIRD: The Sole Shareholder and the Board of Directors of the Corporation duly adopted a resolution approving the change of name and the amendment to Article I of the Articles of Incorporation as set forth above by written consent dated July 1, 1996.

     IN WITNESS WHEREOF, the undersigned, by and through its duly authorized officer, does make these Articles of Amendment, and such officer hereby affirms, under penalty of perjury that these Articles of Amendment are his act and deed and that the facts stated herein are true, this 16th day of December, 1996.

NORMAL LIFE OF SOUTHERN INDIANA, INC (f/k/a NORMAL LIFE OF INDIANA , INC.)
By:	/s/ John G. Hundley
	John G. Hundley
Title:	Assistant Secretary

EX-3.99

Exhibit 3.99

BYLAWS

OF

NORMAL LIFE, INC.

     I, Michael W. Mefford, Secretary of Normal Life, Inc. (the “Corporation”), hereby certify that the following Bylaws were duly adopted by a unanimous written consent dated November 18, 1983, signed by the Directors of the Corporation and such Bylaws have not been amended or rescinded and are now in full force and effect.

/s/Michael W. Mefford

Michael W. Mefford, Secretary

Date: November 18, 1983

BYLAWS

OF

NORMAL LIFE, INC.

ARTICLE I

SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and. the         .transaction of such other business as may properly. come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings. Special meetings of the shareholders, for any purpose, or purposes, 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. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Kentucky, as the place of meeting for any annual meeting or any special meeting of the shareholders. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Kentucky.

     Section 4. Notice of Meeting. The Secretary of the corporation shall give notice of any and all meetings to each shareholder of record entitled to vote at such meeting by mailing same to his address as it appears on the stock transfer books of the corporation at least ten days before such meeting. The attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting.

     Section 5. Quorum. A majority of the shares of stock of the corporation entitled to vote shall constitute a quorum at ,a meeting of the shareholders.

     Section 6. Manner of Acting. The act of the majority of the shareholders present at a meeting at which a quorum is present shall be the act of the shareholders.

     Section 7. Voting of Shares. Each outstanding share of stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 8. Informal Action by Shareholders. Unless

otherwise provided by law, 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 executed by all of the shareholders entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

     Section 9. Restriction. No transfer of any shares now or hereafter owned by any shareholder shall be valid unless the shareholder complies with the provisions of this Section. As used in the immediately preceding sentence, “transfer” shall include, without limitation, gift, sale, pledge, hypothecation, transfer or assignment, by operation of law or otherwise, or any other disposition. Prior to any transfer, the shareholder shall deliver written notice to the Corporation of the terms of the transfer and the Corporation, by action by the Board of Directors, shall have a period of thirty (30) days within which to acquire the shares of the shareholder then proposed to be transferred upon the same terms as set forth in such written notice. If the Corporation does not notify the shareholder of its election to acquire such shares upon the terms specified in such written notice within thirty (30) days after the receipt of the same, then the shareholder shall be permitted to proceed with the proposed transfer unless such proposed transfer is not completed within thirty (30) days after the expiration of the

30-day notice period, in which event, the shareholder must again give notice to the Corporation prior to transfer.

ARTICLE II

BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the corporation shall be managed by the Board of Directors.

     Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of four (4) members. The number of the members of the Board of Directors may, at any time, be increased or decreased by amendment of these Bylaws. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 3. Regular Meetings. The 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 shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Kentucky, for the holding of additional regular meetings without other notice than such resolution.

     Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, Vice-President or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Kentucky, as the place for holding any special meeting of the

Board of Directors called by them.

     Section 5. Notice. Notice of any special meeting shall be given at least three days previous thereto by written notice delivered personally or mailed to each Director at his last known address. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.

     Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.

     Section 7. Manner of Acting. The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     Section 8. 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. 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 shall be filled by the affirmative vote of a majority of directors. A Director elected to fill a vacancy by reason of an increase in the number of directors shall serve until the next annual meeting of shareholders.

     Section 9. Informal Action by Board of Directors. Unless otherwise provided by law, 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 may be taken

without a meeting if a consent in writing, setting forth the action so taken, shall be executed by all of the Directors entitled to vote with respect to the subject matter. Such consent shall have the same effect as a unanimous vote.

ARTICLE III

OFFICERS

     Section 1. Number. The officers of the corporation shall’ be a President, a Vice President, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person if the corporation has more than one shareholder. The Board of Directors may appoint such other officers and agents as it shall deem necessary. The salaries of all officers and agents shall be fixed by the Board of Directors.

     Section 2. Election and Term of Office. The officers to be elected by the Board of Directors shall be elected annually 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 possible. Each officer shall hold office until his successor shall have been duly elected and qualified.

     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 interests of the corporation would be served thereby.

     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. Duties. The duties of the officers and agents of the corporation shall be such as are usually performed by corporate officers and agents or as may be fixed from time to time by the Board of Directors, including, but not limited to the following:

(a) PRESIDENT. The president shall be the principal executive officer of the corporation and shall generally supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general 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.

(b) VICE PRESIDENT. The vice president shall perform all the duties of the president in the president’s absence and in general shall perform all duties incident to the office of vice president and such other duties as may be prescribed by the Board of Directors from time to time.

(c) SECRETARY. The secretary shall: (1) keep the minutes of the shareholders’ ,and of the Board of Directors’ meetings in one or more books provided for that purpose; (2) see that all notices are given in accordance with the provisions of these bylaws, or as required by law; (3) be custodian of the corporation records; (4) keep a register of the post office address of each shareholder and director which shall be furnished to the secretary by such persons; (5) sign with the president, certificates for shares of the corporation, the issue of which shall have

been authorized by resolution of the Board. of Directors; (6) have general charge of the stock transfer books of the corporation; (7) in general perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.

(d) TREASURER. The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) 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; and (3) 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 President or the Board of Directors.

ARTICLE IV

FISCAL YEAR

     The fiscal year of the Corporation shall begin on October 1 and end on September 30.

ARTICLE V

DIVIDENDS

     The Board of Directors may from time to time declare, and the corporation may pay, dividends in cash, property, or its own shares in the manner and upon the terms and conditions provided by law.

ARTICLE VI

WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or Director under the provisions of these bylaws or under the Articles of Incorporation or by statute, 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 VII

AMENDMENTS

     These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

EX-3.100

Exhibit 3.100

ARTICLES OF INCORPORATION
OF
P.S.I. HOLDINGS, INC.

     The undersigned, desiring to form a corporation for profit under Chapter 1701 of the Ohio Revised Code, does hereby certify:

     FIRST: The name of the corporation shall be P.S.I. Holdings, Inc.

     SECOND: The place in Ohio where the principle office of the corporation is to be . located in the City of Dublin, County of Franklin.

     THIRD: The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 of the Ohio Revised Code.

     FOURTH: The authorized number of shares of the corporation shall be one thousand (1,000), all of which shall be common shares, each without par value.

     FIFTH: The directors of the corporation shall have the power to cause the corporation from time to time, and at any time, to purchase, hold, sell, transfer or otherwise deal with (A) shares of any class or series issued by it, (B) any security or other obligation of the corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the articles of the corporation, and (C) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the articles of the corporation. The corporation shall have the tight to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the corporation. The authority granted in this Article Fifth

of these articles shall not limit the plenary authority of the directors to purchase, hold, sell, transfer, or otherwise deal with shares of any class or series, securities, or other obligations issued by the corporation or authorized by its articles.

     SIXTH: No shareholder of the corporation shall have, as a matter of right, the preemptive right to purchase or subscribe for shares of any class, now or thereafter authorized, or to purchase or subscribe for securities or other obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any share.

     IN WITNESS WHEREOF, I have hereunto signed my name this 22nd of December, 1998.

/s/ Anne M. Sturtz Anne M. Sturtz, Incorporate

EX-3.101

Exhibit 3.101

CODE OF REGULATIONS
OF
P.S.I. HOLDINGS INC.

ARTICLE 1

SHAREHOLDERS

     SECTION 1.1. Annual Meeting.

     An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any-reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as-is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2. Special Meeting.

     A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least seven (7) and not more than sixty (60) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Ohio as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notice or waivers of notice thereof.

     SECTION 1.4. Notice of Meeting.

     Every shareholder shall furnish the secretary of the corporation with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise

expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than seven (7) days before nor more than sixty (60) days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meeting of shareholders in accordance with Section 1.12.

     Every notice of a shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or by proxy and entitled to vote shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjournment meeting at which a quorum is present, any business may be transacted which might nave been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

1)	Roll call;
2)	Appointment of inspectors of election, if requested;
3)	Proof of notice of meeting or waiver thereof;

A QUORUM BEING PRESENT:

4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6)	Report of officers, if any;
7)	Reports of committees, if any;
8)	Election of directors, if any;
9)	Unfinished business, if any; and
10)	New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9. Cumulative Voting.

     If notice in writing shall be given by a shareholder to the president, a vice president or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty four hours before such time, that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as is determined by multiplying the number of directors to be elected by the number of votes to which such shareholder is entitled, or to distribute such number of votes on the same principle among two or more candidates, as he sees fit.

     SECTION 1.10. Proxies.

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent or to give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need

not be sealed; witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of existing law or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

     SECTION 1.11. Fixing Record Date.

     The board of directors may fix in advance a date, not earlier than the date upon which such date is fixed and not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice any such meeting, or to vote at any such meeting, or to receive payment-of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.12. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.13. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of the State of Ohio, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

BOARD OF DIRECTORS

     SECTION 2.1. General Powers of Board.

     The powers of the corporation shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the board of directors, except as otherwise provided by the laws of the State of Ohio, the articles or these regulations.

     SECTION 2.2. Number and Qualifications.

     The number of directors, none of whom need be shareholders of the corporation, shall not be fewer than three (3) nor more than seven (7); provided, however, that if the corporation at any time has less than three (3) shareholders, the number of directors shall equal the number of shareholders. The number of directors may be from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors, by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability; and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At all elections of directors the candidates receiving the greatest number of votes shall be elected.

     SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed or dies, each director shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole-authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole-authorized number of directors.

     SECTION 2.8. Bylaws.

     The Board of Directors may adopt bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meeting and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of the law, the articles or these regulations.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. 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. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10. Removal of Directors.

     Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of the State of Ohio., the articles or these regulations, may be taken without a meeting if authorized by writing signed by all the directors.

ARTICLE 3

OFFICERS

     SECTION 3.1. Number and Titles.

     The officers of the corporation shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof. No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made

to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice^-presidents the corporation shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the corporation shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned, is removed or dies. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3. Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the corporation may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5. Resignations.

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein.

Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filed in the manner prescribed for regular appointments of elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the corporation may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8, subject to the control of the board of directors. The president shall superintend and manage the business of the corporation, coordinate and supervise the employees, fix the compensation of, discipline and discharge its personnel, employ agents, professional advisers and consultants and perform all functions of a general manager of the corporation’s business. He or she may sign certificates for shares in the corporation. He or she may sign, execute and deliver in the name of the corporation all deeds, mortgages, bonds, contracts and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the corporation to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of the .directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the corporation; receive and give receipts for amounts payable to the corporation from any sources whatsoever; deposit all monies in the name of the corporation in such depositories pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositories of the corporation signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transaction of the corporation and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the corporation and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

     SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the. absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13. The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders and the board of directors in one or more books provided for that purpose;
(b)	See that all notices are duly given in accordance with these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the corporation and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the corporation and of the records thereof. Such records shall reflect the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each become the holder thereof;
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificate at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.12 above, certified by the officer or agent in charge of the transfer of shares;
(h)	Sign (or see that the treasurer or other proper officer of the corporation authorized by the board of directors signs) with the president or vice president, certificates for shares in the corporation;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, the president or the board of directors may designate.

ARTICLE 4

SHARES AND THEIR TRANSFER

     SECTION 4.1. Certificate for Shares.

     Every owner of one or more shares in the corporation shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the corporation owned by him or her. The certificate of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the corporation by the chairman of the board or the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the corporation shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate 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 certificates until such existing certificates shall have been so canceled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the corporation shall be made only on the books of the corporation by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the corporation or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the corporation shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3. Rules.

     The board of directors may make such rules and regulations, as it may deem expedient, not inconsistent with law, the articles or these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules to be effective shall be incorporated in these regulations. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced or mutilated but it is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it

canceled and a new certificate issued in its place. The holder of any shares shall immediately notify the corporation if a certificate shall be lost, destroyed, or mutilated beyond recognition and the corporation may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the corporation a bond with such surety or sureties and in such sum as it shall direct, to indemnify the corporation and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of the State of Ohio.

ARTICLE 5

INDEMNIFICATION AND INSURANCE

     SECTION 5.1. Indemnification.

     The corporation shall indemnify any officer or director of the corporation 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, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, agent-or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys fees, filing fees, court reporter’s fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if his act or omission giving rise to any claim for indemnification under this Section 5.1 was not occasioned by his intent to cause injury to the corporation or by his reckless disregard for the best interests of the corporation, and in respect of any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. It shall be presumed that no act or omission of a person claiming indemnification under this Section 5.1 that gives rise to such claim was occasioned by an intent to cause injury to the corporation or by a reckless disregard for the best interests of the corporation and, in respect of any criminal matter, that such person had no reasonable cause to believe his conduct was unlawful; the presumption recited in this Section 5.1 can be rebutted .only by clear and convincing evidence, and the termination of any action, suit or proceeding by. judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.

     SECTION 5.2. Court Approved Indemnification.

     Anything contained in these regulations or elsewhere to the contrary notwithstanding:

     (A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted 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, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for an act or omission occasioned by his deliberate intent to cause injury to the corporation-or by his reckless disregard for the best interests of the corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and

     (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.2.

     SECTION 5.3. Indemnification for Expenses.

     Anything contained in these regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him in connection therewith.

     SECTION 5.4. Determination Required.

     Any indemnification required under Section 5.1 and not precluded under. Section 5.2 shall be made by the corporation only upon a determination that such indemnification is proper in the circumstances because the officer or director has met the applicable standard of conduct set forth in Section 5.1. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.4 at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.4); and no failure for any reason to make any such determination, and no

decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.4 shall be evidence .in rebuttal of the presumption recited in Section 5.1. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.4 to make indemnification in respect of any claim, issue_. or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

     SECTION 5.5. Advances for Expenses.

     The provisions of Section 1701.13 (E) (5) (a) of the Ohio Revised Code do not apply to the corporation. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.1 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, his relevant action or failure to act was occasioned by his deliberate intent to cause injury to the corporation-or his reckless disregard for the best interests of the corporation, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the circumstances, he is fairly and reasonably entitled to all or part of such indemnification.

     SECTION 5.6. Article 5 Not Exclusive.

     The indemnification provided by this Article 5 shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the articles, these regulations, any agreement, a vote of 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 an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     SECTION 5.7. Insurance.

     The corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a director, officer, employee, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit),

limited liability company, 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 obligation or the power to indemnify him against such liability under the provisions of this Article 5. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     SECTION 5.8. Certain Definitions.

     For purposes of this Article 5, and as an example and not by way of limitation: (A) A person claiming indemnification under this Article 5 shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him) and (B) References to an “other enterprise” shall include employee tax benefit plans; references to a “fine” 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, 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.

     SECTION 5.9. Venue.

     Any action, suit or proceeding to determine a claim for, or for repayment to the corporation of, indemnification under this Article 5 may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Franklin County, Ohio. The corporation and (by claiming or accepting such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any such action, suit or proceeding.

ARTICLE 6

EXAMINATION OF BOOKS BY SHAREHOLDERS

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts and documents of the corporation shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in these regulations. No shareholder shall be denied any right to inspect any book record, account or document of the corporation. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours of business be open to examination of every shareholder at the principal office or place of business of the corporation.

ARTICLE 7

DIVIDENDS, SURPLUS, ETC.

     The board of directors may declare dividends on the shares of the corporation whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the corporation render advisable. Dividends may be declared subject to the provisions of the articles and of these regulations and to the extent and as permitted by law.

     The board of directors at any time may cause the corporation to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the corporation unless such dividend or purchase or acquisition will not breach any contract or covenants of the corporation and it is reasonably believed that after such dividend or purchase or acquisition will not cause the assets of the corporation to be less than its liabilities plus stated capital. The corporation shall not speculate in its own shares or in the shares of any affiliated corporation.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the corporation’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the corporation. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 7, shall be deemed to have been so set aside by the board of directors for one or more said purposes.

ARTICLE 8

SEAL

     The board of directors may provide a corporate seal, which shall bear the full name of the corporation.

ARTICLE 9

AMENDMENT OF REGULATIONS

     These regulations may be amended by the affirmative vote or written-consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

EX-3.102

Exhibit 3.102

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF
PEOPLESERVE, INC.

ARTICLE I

Name

     The name of the Corporation is PeopleServe, Inc. (hereinafter called the “Corporation”).

ARTICLE IX

Registered Office; Registered Agent

     The address of the registered office of the Corporation is the State of Delaware ___ 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

Purposes and Powers

     The purposes for which the Corporation is organized am to engage in any lawful act or activity for which corporations may be organized wade the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

     The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000); all of such shares shall be without par value.

ARTICLE V

Directors

     A. Number of Directors. The affairs of the Corporation shall be managed and conducted by a Board of Directors, and unless otherwise provided in the Bylaws, the election of directors need not be by written ballot. The number of directors which shall constitute the whole

Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. A majority of the number of directors shall constitute a quorum for the transaction of business, except that any vacancy on the Board of Directors, whether created by an increase in the number of directors or otherwise, may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director.

     B. Power and Authority of the Board of Directors. The Board of Directors shall have such powers as are conferred on the Board of Directors by the laws of the State of Delaware. In furtherance of such powers, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation, without the consent or vote of the stockholders.

ARTICLE VI

Elimination of Certain Liability of Directors

     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 a breach of a 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 a director derived an improper personal benefit.

ARTICLE VII

Indemnification of Directors and Officers

     A. Right to Indemnification. To the fullest extent authorized by the General Corporation Law of the State of Delaware 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 said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding’) because 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, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him in connection with such Proceeding.

     B. Advancement of Expenses. Expenses incurred by such a person in his capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of that

person to repay such amounts unless it is ultimately determined that that person is entitled to be indemnified by the Corporation as authorized by the General Corporation Law of the State of Delaware. Expenses incurred by a person in any capacity other than as an officer or director of the Corporation may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors deems appropriate.

     C. Contract Rights; Nonexclusivity of Rights.

          1. Contract Right. The indemnification provided for by this Article VII shall be a contract right and shall continue as to persons who cease to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to this Certificate of Incorporation or repeal of any Article of this Certificate of Incorporation shall increase the liability of any director or officer of the Corporation for acts or omissions of such persons occurring prior to such amendment or repeal.

          2. Non-exclusivity of Rights. The right to indemnification conferred by the Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and in any other capacity.

     D. Insurance. 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, trustee, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of this Article VII or the General Corporation Law of the State of Delaware.

     E. Right of Claimant to Bring Suit. If a claim under paragraph A of this Article VII is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, 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 be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation), that the claimant has no met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant 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 or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she 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 claimant has not

met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not set the applicable standard of conduct.

ARTICLE VIII

Consent Actions of Stockholders

     Any action required or permitted to be taken by the stockholders 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 in writing, setting forth the actions 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.

ARTICLE IX

Amendment of Certificate of Incorporation

     A. Reservation of Rights. 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 shareholders herein are granted subject to this reservation.

     B. Amendment Procedure. Any amendment may be adopted by the affirmative vote of the holders of record of shares of stock entitled them to exercise at least a majority of the total voting power of all shareholders authorized under these Articles to vote, except as may be otherwise prescribed by the General Corporation Law of the State of Delaware.

EX-3.103

Exhibit 3.103

BYLAWS

OF

PEOPLESERVE, INC.

ARTICLE I

OFFICES

Section 1.1 — Registered Office.

The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 1.2 — 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 2.1 — Annual Meetings.

(a)

The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

(b)

If the annual meeting is not held or if directors are not elected at the meeting, the directors may be elected at any special meeting called and held for that purpose.

Section 2.2 — Special Meetings.

(a) A special meeting of stockholders may be called (i) by the President; or (ii) by any other officer or assistant officer then authorized pursuant to these Bylaws or

otherwise by the Board of Directors to call such meetings; or (iii) by a majority of the members of the Board of Directors acting with or without a meeting; or (iv) by any persons holding twenty-five percent (25%) or more of the shares then outstanding and entitled to vote at a meeting of stockholders.

(b)

Upon the request in writing being delivered to the President or to the Secretary by any person or persons entitled to call a meeting of stockholders, the person to whom the request is delivered shall give notice to stockholders of the meeting. If the request is refused, the person or persons making the request may call a meeting of stockholders by giving notice in the manner hereinafter provided in Section 2.04.

Section 2.3 — Place of Meetings.

(a)	The annual and all other meetings of the stockholders shall be held at such places as may from time to time be designated by the Board of Directors.
(b)	If another place has not been designated by the Board of Directors, all meetings shall be held at the principal office of the Corporation.

Section 2.4 — Notice of Meetings.

(a)	Each stockholder shall furnish the Secretary with an address to which notices of meetings and other notices or correspondence may be addressed.
(b)	Written notices of the time and place of any meeting of stockholders shall be given to each stockholder of record entitled to vote at such meeting by the President or by the Secretary or, in the event of their failure to do so, by the person or persons entitled to call such meeting.
(c)	Except as otherwise required by the laws of the State of Delaware, notice of any meeting of stockholders shall be given not more than sixty (60) days nor less than ten (10) days before the day upon which the meeting is to be held, by serving the notice personally upon each stockholder or by mailing the same to the address of each stockholder as last shown upon the records of the Corporation.
(d)	Except as otherwise required by the laws of the State of Delaware, no publication of any notice of any meeting of stockholders shall be required.
(e)	In the event of any transfer of shares after notice has been given, but prior to the day upon which the meeting is to be held, it shall not be necessary to give any additional notice to the transferee.
(f)	In addition to stating the time and the place of the meeting, every notice of a special meeting of stockholders shall state briefly the purpose specified by the person or persons calling such meeting. Any business other than that stated in the

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notice shall be taken up at such meeting only with the unanimous written consent of the holders of all the shares entitled to vote at such meeting.

Section 2.5 -Stockholder List.

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 2.6 — Waiver of Notice of Meeting.

(a)	Any stockholder may, either before or after any meeting, waive any notice required to be given by law or under these Bylaws. Notice of any meeting of stockholders shall not be required to be given to any stockholder who attends such meeting either in person or by proxy.
(b)	Any waiver of notice must be in writing and filed with or entered upon the records of the Corporation.

Section 2.7 — Quorum.

(a)	Those stockholders present in person or by proxy entitling them to exercise a majority of the voting power shall constitute a quorum for any meeting of stockholders.
(b)	In the event of an absence of a quorum at any meeting or at any adjournment thereof, a majority of those present in person or by proxy and entitled to vote may adjourn such meeting from time to time. At any adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.8 — Action Without Meeting.

Any action which may be authorized or taken at a meeting of stockholders, may be taken without a meeting if authorized by a writing signed by all stockholders who would be entitled to notice of a meeting called for such purpose.

Section 2.9 — Organization.

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Upon the request of any stockholder at any meeting of stockholders, the order of business shall be, unless changed by affirmative vote of a majority of the stockholders present in person or by proxy, as follows:

(i)	Roll call, to establish a quorum.
(ii)	Appointment of inspectors of election if requested.
(iii)	Acceptance of minutes of previous meeting.
(iv)	Presentation of annual financial report.
(v)	Presentation of reports of directors and committees.
(vi)	Presentation of officers’ reports.
(vii)	Election of Board of Directors.
(viii)	Consideration of unfinished business.
(ix)	Consideration of new business.

Section 2.10 -Voting.

(a)	Each stockholder of any class of the Corporation entitled to vote on any matter shall be entitled in person or.by proxy to one vote on each matter for each share registered in the stockholder’s name on the books of the Corporation.
(b)	Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. Persons voting pledged shares shall be entitled to vote such shares unless the pledgee shall have been expressly empowered by the stockholder to vote such             shares in which case only the pledgee or his proxy may vote such shares.

Section 2.11 — Proxies.

(a)	At any meeting of stockholders, any person who is entitled to attend, or to vote thereat, and to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by writing signed by such person.
(b)	Voting by proxy or proxies shall be governed by all of the provisions of the laws of the State of Delaware, including the provisions relating to the sufficiency of the writing, the duration of the validity of the proxy or proxies, and the power of substitution and revocation.

ARTICLE III

Board of Directors

Section 3.1 — General Powers.

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The powers of the Corporation shall be exercised, its business and affairs conducted, and its property managed under the direction of the Board of Directors, except as otherwise provided by the laws of the State of Delaware, by the Certificate of Incorporation, or by these Bylaws.

Section 3.2 — Bylaws.

The Board of Directors may adopt bylaws to govern its own proceedings and its transactions of business, as well as the administration of the Corporation, the conduct of the Corporation’s business and other affairs, management of the Corporation’s property, and any other matters properly within the authority or discretion of the Board of Directors so long as consistent with the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws.

Section 3.3 — Number.

(a)	The Board of Directors shall consist of not less than one (1) nor more than fifteen (15) directors.
(b)	Without amendment of these Bylaws, the number of directors, subject to the foregoing limitations, may be fixed or changed by resolution adopted by the stockholders at any meeting.
(c)	No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

Section 3.4 — Classification and Term.

(a)

Unless the Board of Directors is divided into classes as provided in these Bylaws, the term of office of each director shall be until adjournment of the next succeeding annual meeting of stockholders, or an action in lieu thereof, at which directors are elected or until a successor is elected as director.

(b)

Without amendment of these Bylaws, the Board of Directors may be divided, by resolution of the stockholders, into two (2) or three (3) classes with each class to consist of three (3) or such larger number of directors’ as the stockholders shall from time to time determine. Each class shall be designated consecutively as Class 1, Class II, and Class III, if any. All classes shall be initially elected at the annual meeting of stockholders coinciding with or next following adoption of the resolution classifying the Board of Directors, and the initial term of office of each class shall be as follows: Class I shall be until the first such succeeding annual meeting; Class II shall be until the second such succeeding annual meeting; and Class III, if any, shall be until the third such succeeding annual meeting. Thereafter, the term of office of each class shall be until the second, or, if three (3) classes, the third annual meeting at which directors are elected after the initial

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term of that class. Each director of each class shall bold office until a successor is elected as director.

Section 3.5 — Place of and Quorum and Manner of Acting Meetings.

(a)	Unless another place is designated by the Board of Directors, the place of all meetings shall be the principal office of the Corporation; provided, however, that any meeting may be held by telephone or through other communications equipment if all directors participating can hear each other.
(b)	Except as otherwise provided in these Bylaws, a majority of the number of directors shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting; provided that if the meeting is held by telephone or through other communications equipment at which all directors participating can hear each other, such participation shall constitute attendance at such meeting.
(c)	Except as otherwise provided in these Bylaws, the act of the majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.
(d)	In the absence of a quorum at any meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given.
(e)	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.
(f)	Special meetings of the board may be called by the president without notice to each director; 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 3.6 — Resignations.

(a)	Any director of the corporation may resign at any time by giving written notice to the President or Secretary of the Corporation.
(b)	A resignation shall take effect at the time specified therein, and, unless otherwise specified therein, shall become effective upon delivery. The acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation.

Section 3.7 — Removal of Directors.

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(a)	Any director may be removed, with or without cause, at any time by the affirmative vote of a majority of the outstanding shares then held of record by the shareholders of the Corporation entitled to vote at a special meeting of the shareholders called for that purpose.
(b)	Any vacancy in the Board of Directors caused by any removal may be filled by the shareholders at the same meeting.

Section 3.8 — Vacancies.

(a)

Vacancies in the Board of Directors may be temporarily filled until the next annual meeting of stockholders or until a successor is elected, by a majority vote of the remaining directors, even though they may be less than a quorum of the entire number of Directors constituting a full Board of Directors.

(b)

Stockholders entitled to elect directors shall have a right to fill any vacancy in the Board of Directors, whether the same has been temporarily filled by the remaining directors or not, at any special meeting of stockholders called for that purpose or at any annual meeting. Any director so elected by the stockholders to fill a vacancy shall serve for the remaining term of the vacant office and until a successor is elected and qualified.

ARTICLE IV

Executive and Other Committees

Section 4.1 — Creation.

(a)

The Board of Directors may create an Executive Committee. which shall have and may exercise all the power of the board of directors in the management of the business and affairs of the Corporation during the intervals between the meetings of the board of directors, so far as may be permitted by law and these bylaws, or any other committee of directors consisting of not less than three (3) directors, and may delegate to each such committee any of the authority of the Board of Directors other than the filling of vacancies on the Board of Directors or in any committee of directors.

(b)

Each such committee shall serve at the pleasure of the Directors, shall act only in the intervals between meetings of the Directors, and shall be subject to the control and direction of the Directors.

Section 4.2 — Alternate and Ex Officio Members.

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(a)

The Board of Directors may appoint one or more Directors as alternate members of any committee, which alternate member or members may take the place of any absent member or members at any meeting of such committee.

(b)

The Board of Directors may appoint any one or more persons (including persons who are not directors) as ex officio members of any committee, which ex officio member or members shall be entitled to be present in person, to present matters for consideration and to take part in consideration of any business by the committee at any meeting of the committee, but which ex officio member or members shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in any way for purposes of authorizing any act or other transaction of business by such committee.

Section 4.3 — Authority and Manner of Acting.

(a)	Unless otherwise provided in these Bylaws or unless otherwise ordered by the Board of Directors, any such committee may act by majority of its members (excluding ex officio members) at a meeting or by a writing or writings signed by all of its members (excluding ex officio members).
(b)	Any act or authorization of an act or transaction of business by any such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the Board of Directors.

ARTICLE V

Officers

     Section 5.1 — Officers.

(a) The officers of this Corporation shall be a President, a Treasurer and a Secretary and such Vice Presidents and other officers or assistant officers as the Board of Directors may from time to time deem necessary and appoint. In addition, the Board of Directors may elect a Chairman from among themselves. More than one office may be held by the same person, but only a director may serve as Chairman.

Section 5.2 — Appointment and Term of Office.

The officers of the Corporation shall be appointed from time to time by the Board of Directors as it shall determine, and new offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been appointed.

Section 5.3 — Resignation.

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(a)	Any officer or assistant officer may resign at any time by giving written notice to the Board of Directors or the Chairman, if any, or to the President or Secretary of the Corporation.
(b)	A resignation shall take effect at the time specified therein, and, unless otherwise specified therein, shall-become effective upon delivery. The acceptance of such resignation shall not be necessary to make it effective unless so specified in the resignation.

Section 5.4 — Removal.

Any officer or assistant officer may be removed by the Board of Directors with or without cause whenever in its judgment the best interests of the corporation would be served thereby.

Section 5.5 — Duties of Officers.

(a)	The Chairman, if any, shall preside at all meetings of stockholders and all meetings of the Board of Directors.
(b)	The President shall be the chief executive officer of the Corporation, and shall, in the absence of a Chairman, preside at all meetings of stockholders and, unless another person is designated by the Board of Directors, all meetings of the Board of Directors.
(c)	Each of the following officers — the Chairman, if any, the President, any Vice President, the Secretary, and the Treasurer, —jointly or any one of them individually, shall have the authority to sign, execute and deliver in the name of the Corporation any deed, mortgage, bond, instrument, agreement or other document evidencing any transaction authorized by the Board of Directors by written resolution, except where the signing or execution thereof shall have been expressly delegated to another officer or person on the Corporation’s behalf.
(d)	In the absence of any officer or assistant officer or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may delegate the authorities and duties of any officer, or any assistant officer to any other officer, assistant officer or to any director.
(e)	In addition to the foregoing, each officer or assistant officer shall perform ail, duties as may from time to time be delegated to each of them by these Bylaws or by the Board of Directors or any committee of directors as provided herein.

ARTICLE VI

Transfer of Shares

     Section 6.1 — Certificate for Shares.

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(a)	Every owner of any share of any class of the Corporation shall be entitled to a certificate which shall be in such form as the Board of Directors shall prescribe, certifying the number of shares in the Corporation owned by him.
(b)	The certificates for the respective classes of shares shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the Chairman of the Board or the President and by the Secretary or the Treasurer.
(c)	A record shall be kept by the Secretary of the name of each person owning the             shares represented by each certificate, the number of shares represented thereby, the date thereof and, in case of cancellation, the date of cancellation.
(d)	Every certificate 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 until the existing certificate shall have been so canceled, except in the cases provided for in Section 5.03.

Section 6.2 — Transfers.

(a)	Transfer of shares in the Corporation shall be made only on the books of the Corporation by the registered holder, an executor or administrator or other legal representative of the registered holder, or by an attorney authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent appointed by the Board of Directors.
(b)	The person in whose name shares stand on the books of the Corporation shall, to the full extent permitted by the laws of the State of Delaware, be deemed the owner thereof for all purposes.

Section 6.3 — Lost, Stolen or Destroyed Certificates.

(a)	The holder of any shares in the Corporation shall immediately notify the Secretary of any lost, stolen or destroyed certificate, and the Corporation may issue a new certificate in the place of any certificate alleged to have been lost, stolen or destroyed.
(b)	The Board of Directors may, at its discretion, require the owner of a lost, stolen or destroyed certificate or his legal representative to give the Corporation a bond on such terms and with such sureties as it may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged lost, stolen or destroyed certificate.
(c)	The Board of Directors may, however, at its discretion, refuse to issue any such new certificate except pursuant to legal proceedings in accordance with Section

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168 of the General Corporation Laws or other applicable sections of the Delaware Code.

Section 6.4 — Record Date.

(a)

The Board of Directors may, by resolution, fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or to any such allotment or rights, or to exercise the rights in respect to any such change, conversion or exchange.

(b)

Only such stockholders of record on the date so fixed shall be entitled to receive notice of, and to vote at such meeting, or to receive payment of such dividend or to receive such allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the Corporation after such record date.

ARTICLE VII

Indemnification of Directors and Officers, Employees and Agents

Section 7.1 — Indemnification.

(a) Indemnification in Direct Actions. 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, 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 company, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation 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.

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(b) Indemnification in Derivative Actions. 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 serving at the request of the Corporation as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation 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 of Chancery of the State of Delaware 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 such court shall deem proper.

(c) Indemnification by Right. 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 action, suit or proceeding referred to in paragraphs (a) and (b) of this Section 7.01, or in defense of any claim, issue or matter therein, he shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d) Indemnification Procedure. Any indemnification under paragraphs (a) and (b) of this Section 7.01 (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 paragraphs (a) and (b) of this Section 7.01. 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 such 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 stockholders.

(e) Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case in the manner provided in paragraph (d) of this Section 7.01 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 is entitled to be indemnified by the Company as authorized in this Section 7.01.

(f) Indemnity Not Exclusive. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those indemnified may be

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entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and 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.

Section 7.2 — Insurance.

By action of the Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, 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 company, 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 Article VII.

ARTICLE VIII

Miscellaneous

Section 8.1 — No Seal.

The Corporation shall have no seal.

Section 8.2 — Amendment.

These Bylaws may be amended in whole or part by the affirmative vote at a meeting or by the written consent without a meeting of the holders of record of shares entitling them to exercise a majority of the voting power of the Corporation.

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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
PEOPLESERVE, INC.

     The undersigned being all of the members of the Board of Directors of PEOPLESERVE, INC. (the “Corporation”), do hereby unanimously consent to the adoption of the following resolution effective as of                                         .

WHEREAS, the Board of Directors has determined that the bylaws of the Corporation are too specific with respect to the scheduling of the annual meeting of the Corporation and the Board of Directors has determined that it is in the best interest of the Board and of the Corporation to amend the bylaws to add greater flexibility and discretion with respect to the scheduling of the annual meeting;

RESOLVED, that Article II, Section 2.1 (a) of the Bylaws of the Corporation be and they hereby are amended in its entirety to read as follows:

     Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

               /s/ Ronald G. Geary

Ronald G. Geary

               /s/ Ralph G. Gronefeld, Jr.

Ralph G. Gronefeld, Jr.

EX-3.104

Exhibit 3.104

ARTICLES OF ORGANIZATION

OF

PHARMACY ALTERNATIVES, LLC

ARTICLE I

Name

     The name of the limited liability company (the “Company”) is Pharmacy Alternatives, LLC

ARTICLE II

Registered Office; Registered Agent

     The street address of the initial registered office of the Company is 1511 Kentucky Home Life Building, 239 South Fifth Street, Louisville, Kentucky 40202 and the name of the initial registered agent at such office is CT’ Corporation System..

ARTICLE III

Principal Office

     The mailing address of the initial principal office of the Company is 500 West Jefferson Street, Suite 2400, Louisville, Kentucky 40202

ARTICLE IV

Management

     The Company is to be managed by its member(s).

     IN WITNESS WHEREOF, these Articles of Organization have been duly executed by the undersigned on the ___day of October, 2005 for the purpose of forming a limited liability company under the Kentucky Limited Liability Company Act.

COMMUNITY ALTERNATIVES PHARMACY, INC.,                    

By:
	David S. Waskey, Assistant Secretary

This instrument was prepared by:

     /s/ Mary D Peters

Mary D Peters

Associate General Counsel

Res-Case, Inc.

10140 Linn Station Road

Louisville, KY 40223

(502) 394-2384

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COMMONWEALTH OF KENTUCKY
TREY GRAYSON
SECRETARY OF STATE

State Seal

STATEMENT OF CONSENT OF REGISTERED AGENT

Pursuant to the provisions of KRS Chapter 271B, 273, 275 or 362, the undersigned hereby consents to act as registered agent on behalf of the business entity named below and for that purpose submits the following statements:

1.	The business entity is	o a corporation (KRS 271B or KRS 273) þ a limited liability company (KRS 275) o a limited partnership (KRS 362)
2.	The name of the business entity is
	Pharmacy Alternatives LLC
3.	The state or country of incorporation, organization or formation is Kentucky
4.	The name of the initial registered agent is
	C T Corporation System
5.	The street address of the registered office address in Kentucky is

1511 Kentucky Home Life Building	Louisville	KY	40202
Street	City	State	Zip Code

/s/ Stacia L. Taylor
Signature a registered agent
Stacia L. Taylor, Assistant Secretary
Type or Print Name & Title, if applicable
Date:	, 20

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EX-3.105

Exhibit 3.105

OPERATING AGREEMENT

of

PHARMACY ALTERNATIVES, LLC

A KENTUCKY MEMBER MANAGED
LIMITED LIABILITY COMPANY

     THIS OPERATING AGREEMENT is dated as of October 7, 2005 by and among (i) PHARMACY ALTERNATIVES, LLC, a Kentucky limited liability company (the “Company”), (ii) COMMUNITY ALTERNATIVES PHARMACY, INC., a Delaware corporation (“CAP”), and (iii) PHARMAPRO, INC., a Kentucky corporation (“Pharmapro”). CAP and Pharmapro are sometimes hereinafter referred to individually as a “Member” and collectively, the “Members.”

ARTICLE I

Definitions

     For purposes of this Operating Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

     “Act” shall mean the Kentucky Limited Liability Company Act, KRS Chapter 275, as in effect on the date hereof, and thereafter by any successor statute, as amended from time to time.

     “Additional Capital Contribution” shall have the meaning set forth in Section 11.3.

     “Adjusted Capital Account Deficit” shall have the meaning set forth in Section 12.2.

     “Administrative Services Agreement” shall have the meaning set forth in Section 10.3.

     “Affiliate” shall mean any person, corporation, partnership, trust or other entity, controlling, controlled by or under common control with, a Member.

     “Articles of Organization” shall mean the Articles of Organization of the Company as amended from time to time.

     “Bank Security Interest” shall have the meaning set forth in Section 7.4.

     “Banks” shall have the meaning given to such term in the Credit Facility.

     “Board” shall mean the Company’s board of directors.

     “Book Income” and “Book Loss” means, for each Fiscal Year of the Company (or other period for which Book Income or Book Loss must be computed) the Company’s income or loss for financial statement purposes, determined in accordance with GAAP.

     “Business Day” shall mean any day other than (i) Saturday, (ii) Sunday, or (iii) any other day on which commercial banks are authorized or required to close in Louisville, Kentucky.

     “CAP Designee” shall have the meaning set forth in Section 5.2.

     “Capital Account” shall mean the account maintained for a Member in accordance with Article XI.

     “Capital Contribution” shall mean any contribution of cash or Property to the capital of the Company by or on behalf of a Member.

     “Chairman” shall have the meaning set forth in Section 5.13.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding federal revenue laws.

     “Company” shall mean the limited liability company formed under the Act under the original name of “Pharmacy Alternatives, LLC” and any successor limited liability company.

     “Company Confidential Information” shall have the meaning set forth in Section 9.7.

     “Company EBITDA” shall mean the earnings before interest, taxes, depreciation and amortization of the Company and its wholly-owned subsidiaries, if any, determined on a consolidated basis in accordance with GAAP.

     “Company Liability” shall mean an enforceable debt or obligation for which the Company is liable or that is secured by any Company Property.

     “Company Minimum Gain” shall have the meaning set forth in sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

     “Company Minimum Gain Chargeback” shall have the meaning set forth in Section 12.2(c).

     “Company Nonrecourse Liability” shall mean a Company Liability to the extent that no Member bears the economic risk of loss (as defined in section 1.752-2 of the Regulations) with respect to the liability.

     “Company Property” shall mean any Property owned by the Company.

     “Confidential Information” shall have the meaning set forth in Section 9.7.

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     “Credit Facility” shall have the meaning set forth in Section 7.4.

     “Defaulted Contribution” shall have the meaning set forth in Section 11.3.

     “Defaulting Member” shall have the meaning set forth in Section 11.3.

     “Distribution” shall mean a transfer of cash or Property or both to a Member on account of ownership of a Membership Interest as described in Section 12.3 or Section 16.3.

     “Effective Date” shall have the meaning set forth in Section 2.4.

     “Encumbrance” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against the Company, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code, as amended from time to time, or any similar statute, or any subordination arrangement in favor of another Person.

     “Financial Reports” shall have the meaning set forth in Section 4.2(a).

     “Fiscal Year” shall mean the Fiscal Year of the Company as determined by the Board.

     “Flash Reports” shall have the meaning set forth in Section 4.2(c).

     “GAAP” means the generally accepted accounting principles adopted by CAP and ResCare, consistently applied.

     “Governmental Entity” includes any federal, state, local, municipal, foreign or other governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any other court or other tribunal) exercising any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

     “Indenture Trustee” shall mean Wells Fargo Bank, National Association, and any successor trustee under the Senior Note Indenture.

     “Initial Capital Contribution” shall mean the Capital Contributions made by the Initial Members as described in Section 11.1 hereof.

     “Initial Members” shall mean CAP and Pharmapro.

     “Initial Period” shall have the meaning set forth in Section 11.2.

     “Initiating Member” shall have the meaning set forth in Section 13.7.

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     “Intellectual Property” means all (i) patents, patent applications, patent disclosures and inventions; (ii) trademarks, service marks, trade dress, trade names, logos and corporate names and registrations and applications for registration thereof together with all of the goodwill associated therewith; (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof; (iv) mask works and registrations and applications for registration thereof; (v) computer software (excluding off-the-shelf software that the Company has not customized or altered); (vi) electronic and non-electronic data, data bases and documentation thereof; (vii) trade secrets and other confidential information (including, without limitation, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information); (viii) other intellectual property rights; and (ix) copies and tangible embodiments thereof (in whatever form or medium).

     “Involuntary Option Interest” shall have the meaning set forth in Section 13.3.

     “Involuntary Transfer” shall have the meaning set forth in Section 13.3.

     “Involuntary Transferee” shall have the meaning set forth in Section 13.3.

     “Liability” shall have the meaning set forth in Section 18.1.

     “Loan” shall have the meaning set forth in Section 7.4.

     “Material Adverse Effect” means, with respect to any Person (other than a natural person), any change or effect that would or would reasonably be expected to materially and adversely affect the financial condition or performance, results of operations, the assets, liabilities, the business, or the Person, taken as a whole, as the case may be.

     “Member” shall mean each Person who executes a counterpart of this Operating Agreement as a Member or who has the rights of a Member under this Operating Agreement.

     “Member Confidential Information” shall have the meaning set forth in Section 9.7.

     “Member Indemnified Party” shall have the meaning set forth in Section 18.1.

     “Member Minimum Gain Chargeback” shall have the meaning set forth in Section 12.2(d).

     “Member Nonrecourse Deductions” shall have the meaning set forth in section 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

     “Member Nonrecourse Liability” shall have the meaning set forth in section 1.704-2(b)(4) of the Regulations.

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     “Member Nonrecourse Liability Minimum Gain” shall mean an amount, with respect to each Member Nonrecourse Liability, equal to the Company Minimum Gain that would result if such Member Nonrecourse Liability were treated as a Nonrecourse Liability, determined in accordance with section 1.704-2(i)(3) of the Regulations.

     “Membership Interest” means each Member’s rights in the Company at any particular time, including, without limitation, the Member’s right to a share of the Profits and Losses of the Company, the right to receive Distributions from the Company, the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Operating Agreement or the Act, and the right to any and all other benefits to which such Member may be entitled as provided in this Operating Agreement and in the Act, together with the obligations of such Member to comply with all the terms and provisions of the Articles of Organization, this Operating Agreement and of the Act.

     “Note” shall have the meaning set forth in Section 7.4.

     “Notice” shall have the meaning set forth in Section 13.2(a).

     “Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

     “Operating Reports” shall have the meaning set forth in Section 4.2(b).

     “Option Interest” shall have the meaning set forth in Section 13.2(b).

     “Other Members” shall have the meaning set forth in Section 13.2(b).

     “Person” shall mean an individual, a general partnership, a limited liability partnership, a limited partnership, a limited liability company, a trust, an estate, an association, a corporation or any other legal entity.

     “Pharmapro Designee” shall have the meaning set forth in Section 5.2.

     “Principal Office” shall mean the principal office of the Company designated pursuant to Section 2.6.

     “Privacy Rule” shall mean the Privacy Rule (45 C.F.R. Parts 160 and 164), implemented pursuant to the Health Insurance Portability Accountability Act of 1996, as such rule is amended from time to time.

     “Property” shall mean any property, real or personal, tangible or intangible, including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

     “Protected Health Information” shall have the meaning as provided in the Privacy Rule.

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     “Purchase Price” shall have the meaning set forth in Section 13.2(b).

     “Recipient Member” shall have the meaning set forth in Section 13.7.

     “Recourse Liability” shall mean a Company Liability to the extent any Member bears the economic risk of loss for that liability under section 1.752-2 of the Regulations.

     “Regulations” shall mean, except where the context indicates otherwise, the final, temporary, proposed or proposed and temporary regulations of the Department of the Treasury under the Code and the corresponding sections of any regulations subsequently issued that amend or supersede those regulations.

     “ResCare” means Res-Care, Inc., a Kentucky corporation, the ultimate parent corporation of CAP.

     “Rouben LTC” shall mean Russell-Ullom, Inc., dba Rouben’s Long Term Care Pharmacy.

     “Securities Laws” shall have the meaning set forth in Section 9.1(a).

     “Security Agreement” shall have the meaning set forth in Section 7.4.

     “Senior Note Indenture” shall mean that certain Indenture among ResCare, its subsidiaries and the Indenture Trustee dated October 3, 2005, as the same may be amended, restated, modified, renewed, refunded or refinanced in whole or in part from time to time.

     “Senior Notes” shall mean the 7 ³/4% Senior Notes due 2013 issued pursuant to the Senior Note Indenture.

     “Supermajority Interest” shall mean one or more Membership Interests that taken together exceed seventy percent (70%) of the aggregate of all Membership Interests.

     “Tax Profit” and “Tax Loss” means, for each Fiscal Year of the Company (or other period for which Tax Profit or Tax Loss must be computed) the Company’s taxable income or loss determined in accordance with section 703(a) of the Code, with the following adjustments:

     (a) All items of income, gain, loss, deduction or credit required to be stated separately pursuant to section 703(a)(1) of the Code shall be included in computing taxable income or loss;

     (b) Any tax-exempt income of the Company not otherwise taken into account in computing Tax Profit or Tax Loss shall be included in computing taxable income or loss;

     (c) Any expenditures of the Company described in section 705(a)(2)(B) (or treated as such pursuant to section 1.704-1(b)(2)(iv)(i) of the Regulations) and not otherwise

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taken into account in computing Tax Profit or Tax Loss shall be subtracted from taxable income or loss;

     (d) Gain or loss resulting from any taxable disposition of Company Property shall be computed by reference to the adjusted book value of the property disposed of, notwithstanding the fact that the adjusted book value differs from the adjusted basis of the such Company Property for federal income tax purposes;

     (e) In lieu of the depreciation, amortization, or cost recovery deductions allowable in computing taxable income or loss, there shall be taken into account the depreciation computed based upon the adjusted book value of the asset; and

     (f) Notwithstanding any other provision in this definition, any items which are specially allocated pursuant to Section 12.2 hereof shall not be taken into account in computing Tax Profit or Tax Loss.

     “Taxing Jurisdiction” shall mean any state, local or foreign government that collects tax, interest or penalties, however designated, on any Member’s share of the income or gain attributable to the Company.

     “Transfer” shall mean any sale, assignment, gift, pledge, mortgage, bequest, disposal or passage under judicial order, legal process, execution, attachment, enforcement of an Encumbrance, bankruptcy or by operation of Law, and all other types of transfers, whether indirect or direct, voluntary or involuntary; provided, however, such term shall not include any transfer of Membership Interests in the form of a pledge or hypothecation of Membership Interests by a Member to any bank or other financial institution to secure any indebtedness of the Company or to secure a Member’s guaranty of any indebtedness of the Company.

     “Valuation Date” as applicable to certain Membership Interests required to be purchased and sold hereunder shall mean the last day of the calendar month preceding the date notice is deemed given pursuant to Section 13.3 hereof.

ARTICLE II

Formation of Company

     2.1 Formation. On October 7, 2005, David S. Waskey, as an officer of CAP, organized the Company as a Kentucky limited liability company by executing and delivering Articles of Organization to the Kentucky Secretary of State in accordance with and pursuant to the Act.

     2.2 Agreement. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Initial Members and the Company hereby agree to the terms and conditions of this Operating Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Initial Members and the Company that this Operating Agreement shall be the

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sole source of agreement of the Initial Members, the Company and any Person subsequently acquiring an interest as a Member, and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Operating Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act. To the extent any provision of this Operating Agreement is prohibited or ineffective under the Act or any other law or rule, this Operating Agreement shall be considered amended to the smallest degree possible in order to make the Operating Agreement effective under the Act. If the Act or any other law or rule is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such amendment or interpretation.

     2.3 Name. The initial name of the Company is “Pharmacy Alternatives, LLC.” All business of the Company shall be conducted under such name, under any other name chosen by a Supermajority Interest, and/or any assumed name or names selected by a Supermajority Interest, but in any case, only to the extent permitted by applicable law.

     2.4 Effective Date. This Operating Agreement is effective as of October 7, 2005 (the “Effective Date”).

     2.5 Registered Agent and Office. The registered agent for service of process and the registered office shall be that Person and location reflected in the Articles of Organization as filed in the office of the Secretary of State of the Commonwealth of Kentucky. The Board may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State of the Commonwealth of Kentucky. If the registered agent ceases to act as such for any reason, the Board shall promptly designate a replacement registered agent. If the Board shall fail to designate a replacement registered agent within twenty (20) days after receipt of written notice by the Company of such cessation, any Member may designate a replacement registered agent.

     2.6 Principal Office. The Principal Office of the Company shall be located at 10140 Linn Station Road, Louisville, Kentucky 40223, or at such other place as the Board may from time to time determine.

ARTICLE III

Nature of Business

The purpose of the Company is:

     (a) To engage in the business of operating as a closed-door pharmacy, providing products and services to (i) the operations, clients and customers of ResCare, its subsidiaries and the operations, clients and customers of other Persons to which ResCare or its subsidiaries provide management or consulting services, and (ii) other operations and businesses that provide services to individuals with mental retardation and/or developmental disabilities that are not affiliated with ResCare and its subsidiaries;

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     (b) Subject to the provisions of Section 8.1(f) hereof, to conduct any other lawful and proper business which may be conducted within the Commonwealth of Kentucky or any other state in which the Company shall so elect; and

     (c) Subject to the provisions of Section 8.1(f) hereof, to take all other lawful actions in connection with any of the foregoing.

ARTICLE IV

Records and Reports

     4.1 Records to be Maintained. The Company shall maintain the following records at the Principal Office:

     (a) A current list, and all past lists, setting forth the full name and last known mailing address of each Member;

     (b) A copy of the Articles of Organization and all amendments thereto, together with executed copies of any power of attorney pursuant to which any amendments to the Articles of Organization have been executed;

     (c) Copies of the Company’s federal, state and local income tax returns and reports and financial statements, if any, for the three most recent years or, if those returns and statements were not prepared, copies of the information and statements provided to, or that should have been provided to, the Members to enable them to prepare their federal, state and local income tax returns for those years;

     (d) Copies of this Operating Agreement and all amendments thereto, and copies of any written operating agreement of the Company no longer in effect; and

     (e) Any other records required by the Act.

     4.2 Reports to Members.

     (a) The Company shall provide the following financial reports (the “Financial Reports”) to the Members on a monthly, quarterly and annual basis:

(i)	statement of Book Income or Book Loss;
(ii)	balance sheet;
(iii)	cash flow statement; and
(iv)	any additional financial reports as reasonably requested by a Member from time to time.

     Each Member shall have the right to review, verify and/or audit the Financial Reports.

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     (b) The Company shall provide to the Members operating reports (the “Operating Reports”) on a quarterly basis within a reasonable time after the close of each calendar quarter. The Operating Reports shall include operational information regarding the Company for the applicable period, including, but not limited to, information related to marketing, critical incidents, operating highlights, major operation statistics, employee count, persons served, regulation changes, and growth projection. Each Member shall have the right to review, verify and/or audit the Operating Reports.

     (c) The Company shall provide to the Members flash reports in the form attached as Exhibit G, or as subsequently approved by the Board (the “Flash Reports”) on a weekly basis (unless the Members holding a Supermajority Interests agree to have the Flash Reports provided on a monthly basis). The Flash Reports will be prepared by the Company within a reasonable time after the close of each week (or month, if applicable). The Flash Reports shall include up to date information regarding the Company’s operations. Each Member shall have the right to review, verify and/or audit the Flash Reports.

     (d) The Company shall provide all Members with those information returns required by any Taxing Jurisdiction.

ARTICLE V

Directors

     5.1 General Powers. Pursuant to this Operating Agreement, the Initial Members hereby delegate authority for the management of the business and affairs of the Company to the Board and state that the business and affairs of the Company shall be managed under the direction of its directors, subject to any limitation set forth in the Company’s Articles of Organization and this Operating Agreement, including but not limited to the restrictions in Article VIII hereof. The Members, by action of a Supermajority Interest, also reserve the power to act on behalf of the Company.

     5.2 Number, Election and Term. The Board shall be comprised of five (5) directors, three (3) of whom shall be designated in writing from time to time by CAP (the “CAP Designees”) and two (2) of whom shall be designated in writing from time to time by Pharmapro (the “Pharmapro Designees”). Until the date Pharmapro no longer owns any Membership Interests, Pharmapro shall vote all Membership Interests owned of record by it and shall use its best efforts to cause to be voted all Membership Interests beneficially owned by it for the election of the CAP Designees to the Board. Until the date CAP no longer owns any Membership Interest, CAP shall vote all Membership Interests owned of record by it and shall use its best efforts to cause to be voted all Membership Interests beneficially owned by it for the election of the Pharmapro Designees to the Board. Directors shall be elected at each annual meeting. The number of directors on the Board may be increased or decreased only by amending this Section 5.2. A decrease in the number of directors shall not shorten an incumbent director’s term. The term of a director elected to fill a vacancy shall expire at the next annual meeting of the Board at which directors are regularly elected. Despite the expiration of a director’s term, he or she shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors.

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     5.3 Resignation of Directors. A director may resign at any time by delivering written notice to the Board, its Chairman, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. Any such resignation shall not be required to be accepted by the Company to be effective.

     5.4 Removal of Directors by Members. A director shall be removed by the Members only at a meeting called for the purpose of removing him or her and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. The Members may remove one or more directors with or without cause; provided, however, only CAP may cause the removal of any CAP Designee and only Pharmapro may cause the removal of any Pharmapro Designee. The Members agree to vote all Membership Interests owned or controlled by them for (i) the removal of any or all of the CAP Designees whenever (but only whenever) requested in writing to do so by CAP, and (ii) the removal of any or all of the Pharmapro Designees whenever (but only whenever) requested in writing to do so by Pharmapro. The removal of the CAP Designee shall be effective when there shall be presented to the Board the written direction that such director be removed, signed by an officer of CAP with such authority to act on CAP’s behalf. The removal of a Pharmapro Designee shall be effective when there shall be presented to the Board the written direction that such director be removed, signed by an officer of Pharmapro with such authority to act on Pharmapro’s behalf.

     5.5 Vacancy in Directors. In the event of any vacancy in a CAP Designee or a Pharmapro Designee, the Members agree to vote all Membership Interests owned or controlled by them and to otherwise use their best efforts to fill such vacancies so that the board of directors will be comprised of directors as provided in Section 5.2.

     5.6 No Separate Compensation of Directors. The directors shall not receive any compensation or remuneration for their services hereunder. The foregoing shall not preclude any director from serving the Company in any other capacity and receiving compensation therefor.

     5.7 Meetings. The directors may hold regular or special meetings in or out of the Commonwealth of Kentucky. Unless otherwise determined by the directors, regular meetings of the directors shall be held quarterly, either immediately prior to or immediately after the quarterly meetings of the Members as provided in Section 7.5. The 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 communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by such means shall be deemed to be present in person at the meeting.

     5.8 Special Meetings. Special meetings of the directors may be called by, or at the request of, (a) the Chairman, (b) any Member, or (c) the Senior Vice President of the Company. All special meetings of the directors shall be held at the principal office of the Company or such other place as may be specified in the notice of the meeting.

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     5.9 Action Without Meeting. Any action required or permitted to be taken at a directors’ meeting may be taken without a meeting if the action is taken by all of the directors. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the Company records reflecting the action taken. Action taken under this Section 5.9 shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

     5.10 Notice of Meeting. Unless the Company’s Articles of Organization provide otherwise, regular meetings of the directors may be held without notice of the date, time, place, or purpose of the meeting. Unless the Articles of Organization provide for a longer or shorter period, special meetings of the directors shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Unless otherwise provided by the Articles of Organization, the notice shall not be required to describe the purpose of the special meeting. The form of notice shall be as provided in Section 7.11 of this Operating Agreement.

     5.11 Waiver of Notice. A director may waive any notice required by the Company’s Articles of Organization or this Operating Agreement or the Act before or after the date and time stated in the notice. Except as otherwise provided in this Section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or Company records. A director’s attendance at or participation in a meeting shall waive any required notice to him or her of the 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.

     5.12 Quorum and Voting. Unless the Company’s Articles of Organization require a greater or lesser number, the presence of four (4) of the directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than four (4) 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. At a previously adjourned or rescheduled meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally noticed. If, during a meeting of the Board, the number of directors present or represented shall decrease to less than a quorum, no further actions shall be taken by the Board at that meeting and the meeting shall be adjourned. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall be the act of the directors unless the Articles of Organization require the vote of a greater number of directors. A director who is present at a meeting of the directors or a committee of the directors when action is taken shall be deemed to have assented to the action taken unless: 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; his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or 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 Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.

     5.13 Chairman and Vice-Chairman of the Directors. The directors may appoint one of its members chairman of the directors (the “Chairman”). The Chairman shall preside at all meetings of the Members and of the directors. The directors may also appoint one of its members as Vice-

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Chairman of the directors, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to him or her by the directors. The initial Chairman shall be Ronald G. Geary.

ARTICLE VI

Officers

     6.1 Required Officers. The Company shall have the officers described in this Operating Agreement or appointed by the directors in accordance with this Operating Agreement. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the directors. The same individual may simultaneously hold more than one office in the Company. Section 6.9 of this Operating Agreement delegates to the Secretary of the Company, if such office be created and filled, the required responsibility of preparing minutes of the directors’ and Members’ meetings and for authenticating records of the Company. If such office shall not be created and filled, then the directors shall delegate to one of the officers of the Company such responsibility.

     6.2 Duties of Officers. Each officer of the Company shall have the respective authority and shall perform the duties set forth in this Operating Agreement for such officer’s respective office or, to the extent consistent with this Operating Agreement and subject to the provisions of Article VIII hereof, the duties prescribed by the directors or by direction of an officer authorized by the directors to prescribe the duties of other officers.

     6.3 Election and Term of Office. The initial officers of the Company shall be as follows:

Ronald G. Geary	President
Doug Russell	Senior Vice President
Brian Ullom	Vice President
Patrick G. Kelley	Vice President
Dennis Roberts	Vice President
Paul G. Dunn	Vice President
David W. Miles	Treasurer
David S. Waskey	Secretary
D. Ross Davison	Assistant Treasurer
Katherine W. Gilchrist	Assistant Treasurer
Mary D. Peters	Assistant Secretary

The officers shall thereafter be elected at each annual meeting of the directors. If the election of officers shall not be held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the directors. Each officer shall hold office until his or her successor shall be duly elected or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

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     6.4 Resignation and Removal of Officers. An officer may resign at any time by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. Any such resignation shall not be required to be accepted by the Company to be effective. If a resignation is made effective at a later date and the Company accepts the future effective date, the directors may fill the pending vacancy before the effective date if the directors provide that the successor shall not take office until the effective date. Subject to the provisions of Section 8.1(q) hereof and any employment agreement applicable to such officer, the directors may remove any officer at any time with or without cause.

     6.5 Contract Rights of Officers. Election or appointment of an officer or agent shall not of itself create contract rights. An officer’s removal shall not affect the officer’s contract rights, if any, with the Company. An officer’s resignation shall not affect the Company’s contract rights, if any, with the officer.

     6.6 President. The President shall be the chief executive officer of the Company. In the absence of the Chairman and the Vice-Chairman, if appointed, the President shall preside at all meetings of the Members and of the directors. He or she may sign any deeds, mortgages, bonds, contracts or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by this Operating Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the directors from time to time. Unless otherwise ordered by the directors, and subject to the restrictions in Article VIII hereof, the President shall have full power and authority on behalf of the Company to attend, act and vote in person or by proxy at any meetings of stockholders of any corporation in which the Company may hold stock or at any meetings of members of any limited liability company in which the Company may be a member, and at any such meeting shall hold and may exercise all rights incident to the ownership of such stock which the Company, as owner, would have had and exercised if present. The directors may confer like powers on any other person or persons.

     6.7 Senior Vice President. The Senior Vice President shall perform such duties and shall have such authority as are given to him or her by this Operating Agreement or as from time to time may be assigned to him or her by the Board, the Chairman, or the President, and he or she shall, in the absence of the President, have all the powers of and be subject to all restrictions upon the President, and may sign in the name of the Corporation, deeds, mortgages, bonds and other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by this Operating Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed.

     6.8 Vice President. In the absence of the President and the Senior Vice President, or in the event of their inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election), if that office be created and filled, shall perform the duties of the President and when so acting shall have all the powers and authority

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of and be subject to all the restrictions upon the President. Any Vice President may perform such other duties as from time to time may be assigned to him or her by the President or by the directors.

     6.9 Treasurer. The Treasurer, if that office be created and filled, shall have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies and other depositories as shall be selected by the Board, and, 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 or her by the Board, the Chairman, or the President. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.

     6.10 Secretary. The Secretary, if that office be created and filled, shall (i) keep the minutes of the Members’ meetings and of the directors’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of this Operating Agreement or as required by law; (iii) be custodian of the meeting records and of the seal, if any, of the Company; (iv) be responsible for authenticating records of the Company; (v) keep a register of the mailing address of each Member; and (vi) 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 Board, the Chairman, or the President.

     6.11 Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman, the President or the Board.

     6.12 No Separate Compensation. Except as provided in any employment agreement applicable to such officer approved by a Supermajority Interest, the officers of the Company shall not receive any compensation or remuneration for their services hereunder. The foregoing shall not prevent any such officers from receiving such compensation by reason of the fact that he or she is also an employee of the Company.

ARTICLE VII

Rights and Obligations of Members

     7.1 Limitation of Liability. Each Member’s liability shall be limited as set forth in this Operating Agreement, the Act, and other applicable law.

     7.2 Company Liability. Except as may be specifically agreed in writing by a Member, no Member shall be personally liable for any Company Liability beyond the Member’s Capital Contribution. To the extent that the Members are required to guarantee or provide security for any Company Liability, the Members agree that any such guaranty or security shall be provided on a basis proportionate to their respective Membership Interests, as adjusted from time to time hereafter. Each of the Members shall indemnify and hold the other Members harmless from any liability or obligation for any Company Liability in excess of an amount equal to their respective Membership Interests multiplied by such Company Liability.

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     7.3 Priority and Return of Capital. No Member shall be entitled to a return or distribution of such Member’s Capital Contribution, except as specifically provided herein or upon the written consent of Members holding a Supermajority Interest. No Member shall have priority over any other Member, either for the return of Capital Contributions or for Book Income, Book Loss, Tax Profit, Tax Loss or Distributions; provided that this Section 7.3 shall not apply to loans (as distinguished from Capital Contributions) that a Member has made to the Company.

     7.4 Loans by Members or Affiliates; Initial Working Capital Loan by CAP; Credit Facility; Senior Note Indenture. Any Member or an Affiliate may make loans to the Company for such purposes as Members holding a Supermajority Interest deems appropriate; provided, however, that any such loan shall be made on such commercially reasonable terms as the Members holding a Supermajority Interest agree. CAP may make a loan to the Company (the “Loan”) for working capital in an aggregate amount not to exceed $1,000,000. The Loan shall be governed by a Promissory Note of the Company in the form attached as Exhibit B (the “Note”) to bear interest as set forth therein. In connection with the Note, the Company shall execute and deliver to CAP a security agreement in the form attached as Exhibit C (the “Security Agreement”) granting to CAP a valid and second priority security interest (second only to the Banks which shall have a first lien on the assets of the Company in accordance with the terms of the Credit Facility) in and to all of the assets of the Company to secure the obligation to repay to CAP all of such advances and all obligations under the Note. The Initial Members agree to vote all Membership Interests owned or controlled by them in favor of the Note and the Security Agreement. As a condition to CAP becoming a Member in the Company and agreeing to make the Loan: (i) the Company shall be required to become a guarantor under ResCare’s credit facility, as amended from time to time (the “Credit Facility”), (ii) the Company shall be required to grant a first priority lien on all of its assets to JP Morgan Chase Bank, N.A., as administrative agent, under the Credit Facility (the “Bank Security Interest”), (iii) the Company shall execute all other documents and instruments as required of a Domestic Subsidiary (as defined in the Credit Facility), (iv) CAP shall pledge its Membership Interest in the Company to the Banks to secure the obligations of ResCare under the Credit Facility and CAP’s obligations as a guarantor thereunder, and (v) the Company shall execute such documents or instruments required to become a guarantor of ResCare’s obligations under the Senior Notes and Senior Note Indenture. The Initial Members each agree to vote all Membership Interests owned or controlled by them in favor of guaranteeing the Credit Facility and Senior Note Indenture, granting the Bank Security Interest and executing such other documents and instruments. The Company shall not take any action or fail to take any action that shall cause a Default (as defined in the Credit Facility) or an Event of Default (as defined in the Senior Note Indenture).

     7.5 Quarterly Meetings. A quarterly meeting of the Members shall be held at such time, place and on such date within the applicable month as the President may designate within or without the Commonwealth of Kentucky. If no designation of place is properly made, the place of the meeting shall be at the principal office of the Company. The purpose of such meeting shall be the review of the Company’s operations and finances and the transaction of such other business as may properly come before it. The failure to hold quarterly meetings at the time fixed in accordance with this Operating Agreement shall not affect the validity of any action.

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     7.6 Annual Meetings. An annual meeting of the Members shall be held in December of each year at such time, place and on such date within December as the Chairman may designate within or without the Commonwealth of Kentucky. If no designation of place is properly made, the place of the meeting shall be at the principal office of the Company. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the directors shall cause the election to be held at a special meeting of the Members to be held as soon thereafter as may be practicable. The failure to hold an annual meeting at the time fixed in accordance with this Operating Agreement shall not affect the validity of any action.

     7.7 Special Meeting. Special meetings of the Members may be called by the President, by any director, or by any Member entitled to vote on any issue proposed to be considered at the proposed special meeting who sign, date and deliver to the Company’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Unless otherwise fixed in this Operating Agreement, the record date for determining Members entitled to demand a special meeting shall be the date the first Member signs the demand.

     7.8 Place of Special Meeting. The directors may designate any place within or without the Commonwealth of Kentucky as the place for any special meeting of Members. A waiver of notice signed by all Members may include a designation of any place, either within or without the Commonwealth of Kentucky, as the place for the holding of such meeting. If no designation is properly made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the Company.

     7.9 Action Without Meeting. Any action required to be taken, or which may be taken, at a meeting of the Members may be taken without a meeting and without prior notice if the action is taken by the unanimous consent of all the Members entitled to vote on the action. The action taken under this Section shall be evidenced by one or more written consents describing the action taken, signed by the Members taking the action, and delivered to the Company for inclusion in the minutes or filing with the Company records. Action taken under this Section shall be effective when consents representing the votes necessary to take the action under this Section are delivered to the Company, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent.

     7.10 Notice of Meeting. The Company shall notify Members of the date, time and place of each quarterly, annual or special Members’ meeting no fewer than ten (10) days nor more than sixty (60) days before the meeting date. Unless the Act or the Company’s Articles of Organization require otherwise, the Company shall be required to give notice only to Members entitled to vote at the meeting and notice of a quarterly or annual meeting shall not be required to include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

     7.11 Form of Notice. Notice under this Operating Agreement shall be in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person; by

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telephone, telegraph, teletype, telephonic facsimile transmission or other form of wire or wireless communication; or by mail or private carrier. Written notice by the Company to its Members, if in a comprehensible form, shall be effective when mailed, if mailed postpaid and correctly addressed to the Member’s address shown in the Company’s current record of Members. Written notice to the Company may be addressed to its registered agent at its registered office or to the Company or its Secretary at its Principal Office. Except as otherwise provided in this Section, written notice, if in a comprehensible or legible form, shall be effective at the earliest of the following: when received; if refused or if incapable of being delivered, three days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice shall be effective when communicated if communicated in a comprehensible manner. If the Act prescribes notice requirements for particular circumstances, those requirements shall govern.

     7.12 Waiver of Notice. A Member may waive any notice required by the Company’s Articles of Organization, this Operating Agreement, or the Act before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the Member entitled to the notice, and be delivered to the Company for inclusion in the minutes or filing with the Company records. A Member’s attendance at a meeting shall waive objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A Member’s attendance at a meeting shall be deemed a waiver of any objection to the consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

     7.13 Record Date. The directors may fix a record date of Members of not more than seventy (70) days before the meeting or action requiring a determination of Members, in order to determine the Members entitled to notice of a Members’ meeting, to demand a special meeting, to vote or to take any other action. A determination of Members entitled to notice of or to vote at a Members’ meeting shall be effective for any adjournment of the meeting unless the directors fix a new record date, which they shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If not otherwise fixed by the directors in accordance with this Operating Agreement, the record date for determining Members entitled to notice of and to vote at an annual or special Members’ meeting shall be the day before the first notice is delivered to Members, and the record date for any consent action taken by Members without a meeting and evidenced by one or more written consents shall be the first date upon which a signed written consent setting forth such action is delivered to the Company at its Principal Office.

     7.14 Members’ List for Meeting. After fixing a record date for a meeting, the Company shall prepare a complete list of the names of all the Company’s Members who are entitled to notice of a Members’ meeting. The list shall be arranged by voting group and show the address of and Membership Interests held by each Member. The Members’ list shall be available for inspection by any Member beginning five Business Days before the meeting for which the list was prepared and continuing through the meeting, at the Company’s Principal Office or at a place identified in the meeting notice in the city where the meeting will be held. A Member, its agent, or attorney shall be

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entitled on written demand to inspect and, subject to the requirements of Section 7.20 of this Operating Agreement, to copy the list, during regular business hours and at his, her or its expense, during the period it is available for inspection. The Company shall make the list of Members available at the meeting and any Member, its agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. Refusal or failure to prepare or make available the Members’ list shall not affect the validity of any action taken at the meeting.

     7.15 Proxies. At all meetings of Members, a Member may vote its Membership Interests in person or by proxy. A Member may appoint a proxy to vote or otherwise act for it by signing an appointment form, either personally or by its duly authorized attorney-in-fact. An appointment of a proxy shall be effective when the appointment form is received by the Secretary of the Company, or other officer or agent authorized to tabulate votes. An appointment shall be valid for eleven months unless a longer period is expressly provided in the appointment form. An appointment of proxy shall be revocable by the Member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. The revocation of an appointment of proxy shall not be effective until the Secretary of the Company or such other officer or agent authorized to tabulate votes has received written notice thereof.

     7.16 Quorum and Voting Requirements. Membership Interests entitled to vote as a voting group may take action on a matter at a meeting only if a quorum of those Membership Interests exists with respect to that matter. Unless the Company’s Articles of Organization, the Act or this Operating Agreement (including but not limited to Article VIII hereof) provide otherwise, a majority of those votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. Once a Membership Interest is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on a matter by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Organization, the Act or this Operating Agreement (including but not limited to Article VIII hereof) require a greater number of affirmative votes.

     7.17 Greater Quorum or Voting Requirements. An amendment to the Articles of Organization that adds, changes or deletes a greater quorum or voting requirement than provided in Section 7.16 shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.

     7.18 Voting of Membership Interests. Unless the provisions of Section 7.20 of this Operating Agreement, the Company’s Articles of Organization or the Act provide otherwise, Membership Interests shall be entitled to proportionate voting rights on each matter voted on at a Members’ meeting.

     7.19 Voting of Membership Interests by Certain Holders.

     (a) Membership Interests standing in the name of a corporation, domestic or foreign, may be voted by either that corporation’s president, any vice president or by proxy

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appointed by such corporation’s president unless the Board of such other corporation authorizes another person to vote such Membership Interests.

     (b) Membership Interests standing in the name of another limited liability company, domestic or foreign, may be voted by a manager of such limited liability company or such other person authorized by such limited liability company.

     (c) Membership Interests held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such Membership Interests into his or her name. Membership Interests standing in the name of a trustee or a trust may be voted by the trustee, either in person or by proxy.

     (d) Membership Interests standing in the name of a receiver may be voted by such receiver, and Membership Interests held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

     (e) Where Membership Interests are held jointly by three or more fiduciaries, the will of the majority of such fiduciaries shall control the manner of voting or the giving of a proxy unless the instrument or order appointing the fiduciaries otherwise directs. Where, in any case, fiduciaries are equally divided upon the manner of voting Membership Interests jointly held by them, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries, or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the Membership Interests shall be voted upon the particular questions as to which the fiduciaries are divided.

     (f) A Member whose Membership Interests are pledged shall be entitled to vote such Membership Interests until the Membership Interests have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote the Membership Interests so transferred.

     (g) The Company shall be entitled to reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the Member.

     (h) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a Member, the Company, if acting in good faith, shall be entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the Member. For purposes of this Section, a telegram or cablegram appearing to have been transmitted by the proper person, or a photographic, photostatic, or equivalent reproduction of a writing appointing a proxy may be accepted by the Company, if acting in good faith, as a sufficient, signed appointment form.

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     (i) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its Member, the Company, if acting in good faith, shall nevertheless be entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the Member if:

     (i) the Member is an entity and the name signed purports to be that of an officer or agent of the entity;

     (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the Member and, if the Company requests, evidence of fiduciary status acceptable to the Company has been presented with respect to the vote, consent, waiver, or proxy appointment;

     (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the Member and, if the Company requests, evidence of this status acceptable to the Company has been presented with respect to the vote, consent, waiver, or proxy appointment;

     (iv) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the Member and, if the Company requests, evidence acceptable to the Company of the signatory’s authority to sign for the Member has been presented with respect to the vote, consent, waiver, or proxy appointment; or

     (v) two or more persons are the Member as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

     7.20 Inspection of Records by Members.

     (a) A Member of the Company shall be entitled to inspect and copy, during regular business hours at the Company’s principal office, any of the following records of the Company if the Member gives the Company written notice of its demand at least five Business Days before the date on which it wishes to inspect and copy:

     (i) the Articles or restated Articles of Organization and all amendments to them currently in effect;

     (ii) this Operating Agreement and all amendments to it currently in effect;

     (iii) Resolutions adopted by the directors creating one or more classes or series of Membership Interests, and fixing their relative rights, preferences and limitations, if Membership Interests issued pursuant to those resolutions are outstanding;

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     (iv) the minutes of all Members’ meetings, and records of all action taken by Members without a meeting, for the past three years;

     (v) all written communications to Members generally within the past three years, including the financial statements furnished for the past three years;

     (vi) a list of the names and business addresses of its current directors and officers; and

     (vii) the most recent annual report delivered to the Secretary of State.

     (b) If a Member of the Company, in good faith and for a proper purpose, describes with reasonable particularity its purpose and the records it desires to inspect, and if the records it requests are directly connected to its purpose, then the Member shall be entitled to inspect and copy during regular business hours at a reasonable location specified by the Company any of the following records of the Company upon the Member giving the Company written notice of its demand at least five Business Days before the date on which it wishes to inspect and copy:

     (i) excerpts from minutes of any meeting of the Board, records of any action of a committee of the Board while acting in place of the Board on behalf of the Company, minutes of any meeting of the Members, and records of action taken by the Members or Board without a meeting, to the extent not otherwise subject to inspection under this section;

     (ii) accounting records of the Company; and

     (iii) the record of Members.

ARTICLE VIII

Restrictions on Certain Company Actions

     8.1 Restrictions. The Company will not take, and the Members covenant and agree not to permit the Company to take, any of the following actions unless the Members shall have specifically determined otherwise by approval of a Supermajority Interest:

     (a) The authorization or issuance of any additional Membership Interests;

     (b) Any amendment of the Articles of Organization of the Company;

     (c) Any amendment to this Operating Agreement;

     (d) The execution, approval, or taking of any action regarding any contract or transaction between the Company and a Member or an Affiliate of a Member, or entity in

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which a Member or an Affiliate of a Member has a direct economic interest;

     (e) Approval of consent decrees, injunctions, or orders binding upon the Company;

     (f) Any acquisition of additional businesses by the Company or the commencement of any additional businesses;

     (g) A sale of all or substantially all of the assets of the Company or the merger, combination or consolidation of the Company with or into one or more entities;

     (h) The entry into an agreement with any person providing for the management of all or substantially all of the assets or business of the Company or any subsidiary thereof;

     (i) Except for the Bank Security Interest or the security interest granted to CAP pursuant to the Security Agreement, the granting of any Encumbrance in favor of any Person;

     (j) Except for the guaranty of the obligations of ResCare under the Credit Facility, Senior Note Indenture and Senior Notes, the guaranty of any indebtedness or obligation of any kind;

     (k) The entry into any contract or agreement or series of related contracts or agreements providing for the sale or exchange of assets (other than ordinary and customary contracts for the purchase of inventories of pharmaceuticals and other products delivered by the Company to its customers), the assumption of liabilities, or the payment by the Company for services rendered or to be rendered to the Company, in each case in excess of $25,000 during any twelve (12) month period;

     (l) The authorization of the Company or any subsidiary to incur, in the aggregate, debt in excess of $25,000, whether such debt is evidenced by a promissory note, debt security or otherwise;

     (m) Any increase or decrease in the number of directors of the Company;

     (n) The hiring of any employee above the level of licensed pharmacist and/or the determination of the terms of employment of such an employee;

     (o) Except as provided in any employment agreement previously approved by a Supermajority Interest, the increase of the base compensation of any employee of the Company during any calendar year by more than five percent (5%) of such base compensation during the preceding calendar year;

     (p) The approval of the annual budget (including any capital expenditure budget) or annual financial plan of the Company or any action which will result in the Company

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making aggregate capital expenditures during any twelve (12) consecutive month period (including expenditures with respect to leasing arrangements) in excess of an amount equal to one percent (1%) of annual gross revenues of the Company for the immediately preceding Fiscal Year, or any action which would result in the Company or any subsidiary thereof entering into a leasing arrangement for a capital asset, where such asset has a value in excess of an amount equal to one percent (1%) of annual gross revenues of the Company for the immediately preceding Fiscal Year, in each case in excess of amounts shown in any capital expenditure budget previously approved by a Supermajority Interest;

     (q) The termination of employment by the Company of either or both Doug Russell or Brian Ullom at any time during the two (2) year period after the Effective Date pursuant to Section 4(d) (without “Cause”) of their respective employment agreements, other than in the event that the financial targets established by the Members or board of directors are not being met, in which case the consent of a Supermajority Interest shall not be required. The financial targets for the Company for the first twelve (12) months after the Effective Date have been approved by the Members and are attached hereto as Exhibit D. The financial targets for the second twelve (12) month period after the Effective Date shall be subject to approval by a Supermajority Interest. Failure to satisfy the financial targets shall not occur to the extent that such failure is caused by (i) ResCare and its subsidiaries failing to timely provide to the Company information regarding their clients in the markets projected to be served by the Company on the timetable established in Exhibit F or failing to timely establish the eligibility and approvals of such clients to be served by the Company on the timetable established in Exhibit F or (ii) materially adverse changes in reimbursement or licensure matters affecting the Company occur that are outside the control of the Company; or

     (r) The election of an officer of the Company that would be a supervising officer to the Senior Vice President.

     8.2 Matters Submitted to Members for a Vote. With respect to any of the matters identified in Section 8.1 on which there has been no approval by a Supermajority Interest, then in addition to the actions contemplated by Section 8.1, each of the Members shall vote all Membership Interest against such action.

ARTICLE IX

Representations, Warranties and Covenants of Members

     9.1 Representations and Warranties. Each of the Members hereby represents and warrants to the Company and to the other Members as follows:

     (a) The Member understands that (i) the Membership Interests evidenced by this Operating Agreement have not been registered under the Securities Act of 1933, as amended, or any state securities laws (the “Securities Laws”) because the Company is issuing these Membership Interests in reliance upon the exemptions from the registration requirements of the Securities Laws providing for issuance of securities not involving a public offering,

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(ii) the Membership Interest is to be held by the Member for investment and not for Transfer, and (iii) exemption from registration under the Securities Laws would not be available if the Membership Interests were acquired by the Member with a view to Transfer. Accordingly, the Member hereby confirms that the Member is acquiring the Membership Interest for its own, for investment and not with a view to the resale or other Transfer thereof.

     (b) The Member is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and has the power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. The Member is duly licensed or qualified to do business and in good standing in the Commonwealth of Kentucky and in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect on its financial condition or its ability to perform its obligations hereunder. The Member has the power and authority to execute and deliver this Operating Agreement and to perform its obligations hereunder and the execution, delivery, and performance of this Operating Agreement by the Member has been duly authorized by all necessary action in accordance with its organizational documents. This Operating Agreement constitutes the legal, valid, and binding obligation of the Member, enforceable against the Member in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors rights in general, or by general principles of equity.

     (c) Neither the execution, delivery, and performance of this Operating Agreement nor the consummation by the Member of the transactions contemplated hereby will: (i) conflict with, violate, or result in a breach of any law applicable to the Member; (ii) conflict with, violate, result in a breach of, or constitute a default under any of the terms, conditions, or provisions of the organizational documents of the Member, or of any material agreement or instrument to which the Member is a party or by which the Member may be bound or to which any of its material properties or assets is subject; (iii) conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights in, or, require any consent, authorization, or approval under any indenture, mortgage, lease agreement, or instrument to which the Member is a party or by which the Member may be bound; or (iv) result in the creation or imposition of any Encumbrance upon any of the material properties or assets of the Member.

     (e) Any registration, declaration, or filing with, or consent, approval, license, permit, or other authorization or order by, any Governmental Entity that is required in connection with the valid execution, delivery, acceptance, and performance by a Member under this Operating Agreement or the consummation by the Member of any transaction contemplated hereby has been completed, made, or obtained on or before the Effective Date of this Operating Agreement.

     (f) There are no proceedings pending or, to the knowledge of the Member, threatened against or affecting the Member or any of their properties, assets, or businesses in any court or before or by any Governmental Entity or any arbitrator which could, if

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adversely determined reasonably be expected to materially impair the Member’s ability to perform its obligations under this Operating Agreement or to have a Material Adverse Effect on the consolidated financial condition of such Member. The Member has not received any currently effective notice of any default, and the Member is not in default, under any applicable order, writ, injunction, decree, permit, determination, or award of any Governmental Entity or any arbitrator which could reasonably be expected to materially impair the Member’s ability to perform its obligations under this Operating Agreement or to have a Material Adverse Effect on the consolidated financial condition of such Member.

     9.2 Conflicts of Interest. Members shall account to the Company and hold as trustee for it any property, profit, or benefit derived by the Member, without the consent of the other Members, in the conduct and winding up of the Company business or from a use or appropriation by the Member of Company Property including Intellectual Property, information developed exclusively for the Company, and opportunities expressly offered to the Company. It is agreed and understood that Rouben LTC and/or Pharmapro have developed certain intellectual property including trade secrets, software and other proprietary information which is being licensed to the Company without cost on a non-exclusive basis as part of Pharmapro’s Initial Capital Contribution to the Company. It is agreed and understood that Rouben LTC and/or Pharmapro are the owner of such intellectual property and may continue to utilize such intellectual property in Rouben LTC’s existing and ongoing business to the extent that such business does not compete with the business of the Company as described in Article III hereof. It is further acknowledged and agreed that Doug Russell and Brian Ullom may continue to be involved with Rouben LTC (including but not limited to its services to Cedar Lake Lodge) on a limited basis as provided in their respective employment agreements with the Company. It is agreed and understood that Rouben LTC’s use of such intellectual property, to the extent that it is not in competition with the business of the Company, shall not constitute a violation of the terms of this Operating Agreement nor shall the activities of Doug Russell and Brian Ullom as provided in the preceding sentence constitute a violation of the terms of this Operating Agreement. CAP agrees, on behalf of itself and its Affiliates, that for as long as Pharmapro owns Membership Interests in the Company representing at least twenty-five percent (25%) of the total Membership Interests in the Company, that neither CAP nor its Affiliates will have an ownership interest in any closed-door pharmacy operations (other than the Company). The provisions of the preceding sentence shall not prohibit CAP or any of its Affiliates from acquiring and thereafter owning an interest in or operations of a closed-door pharmacy as a part of an acquisition of a larger business or the operations of a larger business which is not a closed-door pharmacy.

     9.3 No Hire. It is expressly agreed that during the term of this Operating Agreement and for one year after its termination neither Member will directly or indirectly solicit for hire any employee of the other Member without the written agreement of the other Member.

     9.4 No Exclusive Duty; Transactions with the Company. The Members have no exclusive duty to act on behalf of the Company. A Member shall not be deemed to violate a duty or obligation to the Company merely because any transactions, business or ventures or other conduct by the Member furthers the Member’s own interests. A Member may lend money to and transact other business with the Company. Except as expressly agreed to by the Company pursuant to this

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Operating Agreement or any other agreement between a Member and the Company and subject to any applicable laws, the rights and obligations of a Member who lends money to or transacts business with the Company shall be the same as those of a Person who is not a Member. No transaction with the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction if the transaction is fair and reasonable to the Company. All transactions between a Member and the Company shall be negotiated at “arm’s length” and for fair market value and all transactions shall be on terms no less favorable than the Company could obtain from an independent unrelated third party for goods or services of comparable quality.

     9.5 No Agency Authority. Except as expressly provided in this Operating Agreement or otherwise agreed to by the Company, neither Member shall have agency authority on behalf of the Company.

     9.6 Compliance with Laws; Internal Procedures and Safeguards. Each of the Members covenants that the Member shall, and shall cause each of its Affiliates to comply with all laws applicable to the Member and/or its Affiliates in connection with the operation of the Company, including but not limited to the Privacy Rule. In furtherance of each Member’s covenant to comply with applicable laws, each Member covenants that during its membership with the Company, the Member shall implement or cause to be implemented, internal firewalls within the organizational structure of the Member and its Affiliates to ensure such compliance with applicable laws. Without limitation of the foregoing, the Members shall implement or cause to be implemented internal firewalls that address, among other things, communications between (a) employees of a Member and/or its Affiliates who are involved in the ongoing business relationship between a Member and/or its Affiliates and (b) employees of such Member and/or its Affiliates who are involved in the operations of the Company.

     9.7 Confidential Information. Except as otherwise provided herein (including the provisions of Section 9.2), the terms and conditions of this Operating Agreement, and all data, reports, records, and other information of any kind whatsoever developed or acquired by the Company or any Member in connection with this Operating Agreement, shall be treated by the Company and the Members as confidential (hereinafter called “Company Confidential Information”) and neither the Company nor any Member shall reveal or otherwise disclose such Company Confidential Information to third parties without the prior written consent of all the Members. Except as otherwise provided herein, any business or financial information of a Member or its Affiliate (other than the Company) which is not in the public domain or generally known in the industry or ascertainable by proper means and treated by the Member or an Affiliate thereof as proprietary and confidential (“Member Confidential Information”) furnished or provided to the Company or the other Member in connection with this Operating Agreement and the operations of the Company shall be treated by the Company and the other Member as confidential and neither the Company nor such other Member shall reveal or otherwise disclose such Member Confidential Information to third parties without the prior written consent of the Member furnishing such Member Confidential Information. The terms “Company Confidential Information” and “Member Confidential Information” are sometimes hereinafter collectively referred to as the “Confidential Information.” The restrictions of this Section 9.7 shall not apply to the disclosure of Confidential Information to the extent reasonably required in the operations of the Company, to any public or private financing agency or institution, and to employees and consultants of the Company and the

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Members; provided, however, that in any such case only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed and the person or entity to whom disclosure is made shall first undertake in writing to protect the confidential nature of such Confidential Information at least to the same extent as the parties are obligated under this Section 9.7. In addition, the foregoing restrictions shall not apply to Confidential Information that (a) becomes generally available to the public other than as a result of a disclosure by the Company, any Member or any of their officers, employees or agents; (b) was available on a non-confidential basis prior to its disclosure to the Company, any Member or any of the officers, managers, employees or agents or (c) becomes available on a non-confidential basis from a source other than the Company, any Member or any of the officers, managers, employees or agents, unless such source is known to be bound by a confidentiality agreement to a Member or the Company. In the event that the Company or a Member is required to disclose Confidential Information to any federal, state or local government, or any agency or department thereof, to the extent required by law or in response to a legitimate request for such Confidential Information, the Company or a Member so required shall immediately notify the Members of such requirement and the terms thereof prior to such submission. The Members shall have the right to object to the agency or department concerned to such disclosure and to seek confidential treatment of any Confidential Information to be disclosed on such terms as such Member shall, in its sole discretion, determine. The provisions of this Section 9.7 shall apply during the term of this Operating Agreement and shall survive termination of this Operating Agreement.

     9.8 Public Statements. The Company may make public announcements regarding the Company in the normal course of business, provided that no such announcement shall mention the name of a Member without that Member’s prior written consent. Neither Member shall make any public announcement or public disclosure with regard to this Operating Agreement, the Company or, in the case of a Member, the other Member, any Confidential Information and non-Confidential Information, without the prior written consent of the other Member as to the content and timing of such announcement or disclosure, which consent shall not be unreasonably withheld; provided, however, that nothing shall prevent the Company or a Member from making such an announcement or disclosure which is required by applicable law, regulation or stock exchange rule.

ARTICLE X

Business Operations

     10.1 Billing. Client billings for services performed by the Company shall be done from the Company’s office in Louisville, Kentucky unless otherwise required by state laws.

     10.2 Protected Health Information. The Company shall maintain records electronically. The Company shall allow access to the Protected Health Information only to those Persons who need access to perform services on behalf of the Company and otherwise in accordance with applicable law, including but not limited to the Privacy Rule. The Company shall implement or cause to be implemented, internal firewalls within the organizational structure of the Members and its Affiliates to ensure such compliance with applicable laws, including but not limited to the Privacy Rule.

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     10.3 Administrative Services. ResCare shall provide the Company with certain administrative services in accordance with the terms of an Administrative Services Agreement in the form attached as Exhibit E (“Administrative Services Agreement”).

ARTICLE XI

Contributions; Classes of Membership Interests;
Capital Accounts; Distributions

     11.1 Membership Interests; Initial Capital Contributions. The Company shall be authorized to issue Membership Interests. The voting powers of Membership Interests upon any and all matters shall be vested exclusively in the holders of the Membership Interests. Membership Interests of the Company shall also be entitled to receive the net assets of the Company upon dissolution. Contemporaneously with execution of this Operating Agreement, the Initial Members shall contribute to the Company cash and/or Property in the following amounts (the “Initial Capital Contributions”) and shall receive in exchange for such Initial Capital Contributions the following Membership Interests in the Company:

	Percentage of
	Membership			Initial Capital
Initial Member	Interest			Contribution
CAP		67.5	%	$	350,000
Pharmapro		32.5	%	*Property Listed on Exhibit A

Any additional Members acquiring Membership Interests from the Company shall make such Capital Contributions and acquire a Membership Interest as such additional Member and the Company, upon the consent of a Supermajority Interest, shall agree.

     11.2 Pharmapro Option. At the option of Pharmapro, exercisable by written notice to the Company and CAP within twenty (20) days after the issuance of the monthly Financial Reports for the Company for the last calendar month in the twelve (12) month period beginning with the Effective Date (such twelve (12) month period being referred to herein as the “Initial Period”), Pharmapro shall be issued an additional Membership Interest in the Company of up to two and one-half percent (2.5%) for no additional capital contribution based upon the Company having met certain goals and targets during the Initial Period. The goals and targets and the additional Membership Interest to be issued to Pharmapro based on the attainment of such goals and targets are set forth in Exhibit F attached hereto. CAP’s Membership Interest shall be reduced appropriately to take into account the additional Membership Interest issued to Pharmapro pursuant to this Section 11.2. The Company and Members agree that (i) if ResCare and its subsidiaries fail to timely provide to the Company information regarding their clients in the markets projected to be served by the Company on the timetable established in Exhibit F or fail to timely establish the eligibility and approvals for such clients to be served by the Company on the timetable established in Exhibit F, then the Initial Period shall be extended for a period equal to the period for which ResCare and its

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subsidiaries have caused the Company to fail to satisfy the goals under such timetable, and (ii) if materially adverse changes in reimbursement or licensure matters affecting the Company occur that are outside the control of the Company, the Initial Period shall be extended for a period equal to the lesser of (A) the period such materially adverse changes affect the Company or (B) six (6) months.

     11.3 Additional Capital Contributions.

     (a) Except as set forth in Section 11.1 or this Section 11.3, no Member shall be required to make any Capital Contribution. From time to time, the Members shall make additional Capital Contributions if and to the extent a Supermajority Interest determines that such additional Capital Contributions are necessary or appropriate for the conduct of the Company’s business, including without limitation, expansion or diversification (each, an “Additional Capital Contribution”). In that event, such Additional Capital Contributions shall be made on a pro rata basis in accordance with the Members’ Membership Interests. The Company shall give written notice to all the Members of any such Additional Capital Contribution, which notice shall set forth the aggregate amount of the Additional Capital Contribution, each Member’s pro rata share, a brief explanation of the reason for the Additional Capital Contribution, and the deadline for the payment of the same, which shall not be less than twenty (20) days after delivery of such notice.

     (b) If any Member fails to make any Additional Capital Contribution required by paragraph (a) of this Section 11.3 (a “Defaulting Member”) prior to the date specified by the Company, the Company may, in its discretion (i) offer, by written notice, to the Members who have complied with their obligation to make such Additional Capital Contribution the right, in accordance with their relative Membership Interests (determined prior to the Additional Capital Contribution) to pay to the Company the Defaulting Member’s pro rata share of the Additional Capital Contribution (the “Defaulted Contribution”), or (ii) not offer the Defaulted Contribution to such other Members. Irrespective of whether the Company elects to proceed under clause (i) or (ii) of the preceding sentence, the relative Membership Interests of the Members shall be adjusted by the Company in good faith to take into account the Defaulting Member’s failure to make the Defaulted Contribution, which adjustment shall take into account (x) the Additional Capital Contributions paid by the Members other than the Defaulting Member and (y) the aggregate fair market value, determined immediately prior to the Additional Capital Contribution, of all of the Company Property less all of the Company Liabilities. The Company shall promptly thereafter give written notice to the Members of such adjusted Membership Interests, which shall be effective as of the date of such redetermination by the Company.

     11.4 Maintenance of Capital Accounts. The Company shall establish and maintain a Capital Account for each Member. Each Capital Account shall be increased by (a) the amount of any cash actually contributed by the Member to the capital of the Company, (b) the fair market value of any Property contributed by the Member to the Company (net of liabilities assumed by the Company or subject to which the Company takes such Property, within the meaning of section 752 of the Code), and (c) the Member’s share of Tax Profit and of any separately allocated items of income or gain (including any gain and income allocated to the Member to reflect the difference

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between the book value and tax basis of assets contributed by the Member). Each Capital Account shall be decreased by (x) the amount of any cash distributed to the Member by the Company, (y) the fair market value of any Property distributed to the Member (net of liabilities of the Company assumed by the Member or subject to which the Member takes such Property within the meaning of section 752 of the Code), and (z) the Member’s share of Tax Loss and of any separately allocated items of deduction or loss (including any loss or deduction allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member).

     11.5 Distribution of Assets. If the Company at any time distributes any of its assets in-kind to any Member, the Capital Account of each Member shall be adjusted to account for that Member’s allocable share (as determined under Articles XI, XII, or XVI hereof) of the Tax Profit or Tax Loss that would have been realized by the Company had it sold the distributed asset at its fair market value immediately prior to its distribution.

     11.6 Sale or Exchange of Membership Interests. Subject to compliance with the provisions of Article XIII hereof, in the event of a sale or exchange of some or all of a Member’s Membership Interest, the Capital Account of the transferring Member shall become the Capital Account of the transferee Member, to the extent it relates to the portion of the interest transferred.

     11.7 Compliance with Section 704(b) of the Code. The provisions of this Article XI as they relate to the maintenance of Capital Accounts are intended, and shall be construed, and, if necessary, modified, to cause the allocations of Profit, Loss, income, gain and credit pursuant to Article XII to have substantial economic effect under the Regulations promulgated under section 704(b) of the Code, in light of Distributions made pursuant to Articles XII and XVI and Capital Contributions made pursuant to this Article XI.

     11.8 Certificates for Membership Interests. The Board may authorize the preparation and delivery of certificates representing Membership Interests in such form as may be determined by the Board. Such certificates shall be signed by the Chairman, President or a Vice-President or signed by any other officer designated by the Board to sign such certificates. The signature of such officers upon such certificates may be signed manually or by facsimile. All certificates for Membership Interests shall be consecutively numbered. All certificates surrendered to the Company for transfer shall be canceled and no new certificates shall be issued until the former certificates for a like percentage of Membership Interests 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 Company as the Board may prescribe. Any such certificates may be legended as determined by the Board.

ARTICLE XII

Allocations and Distributions

     12.1 Allocations of Tax Profit and Tax Loss and Book Income and Book Loss from Operations. Except as may be required by section 704(c) of the Code, and Sections 12.2 and 12.3 hereof, Tax Profit, Tax Loss and other items of income, gain, loss, deduction and credit shall be apportioned among the Members in proportion to their Membership Interests. For purposes of

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Subchapter K of the Code, the distributive shares of the Members of each item of Company taxable income, gains, losses, deductions or credits for any Fiscal Year shall be in the same proportion as their respective shares of the Tax Profit or Tax Loss of the Company allocated to them pursuant to this Section 12.1. Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided in this Section 12.1, gain recognized by the Company which represents recapture of depreciation or cost recovery deductions for federal income tax purposes shall be allocated in the manner provided in section 1.1245-1(e) of the Regulations (regardless of whether real property or personal property is involved). All items of Book Income and Book Loss shall be allocated and apportioned among the Members in proportion to their Membership Interests.

     12.2 Special Allocations. The following special allocations shall be made in the following order:

     (a) Limitation on Allocation of Losses and Deductions. No Member shall be allocated Tax Loss if the allocation causes a Member to have a deficit Capital Account (“Adjusted Capital Account Deficit”). In such case, the Tax Loss that would have been allocated to such Member shall be allocated to the other Members to whom such loss may be allocated without violating the provisions of this Section 12.2(a), in proportion to their Membership Interests among themselves. To the extent Tax Loss is allocated to the Members by virtue of this Section 12.2(a), Tax Profit of the Company thereafter recognized shall be allocated to such Members (in proportion to Tax Loss previously allocated to them pursuant to this Section 12.2(a)) until such time as Tax Profit allocated to them pursuant to this sentence equals Tax Loss allocated to them pursuant to this Section 12.2(a).

     (b) Qualified Income Offset. If a Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, then for that Fiscal Year shall be allocated to that Member before any other allocation is made of Tax Loss for that Fiscal Year, in the amount and manner required to eliminate the Adjusted Capital Account Deficit as quickly as possible. This Section 12.2(b) is intended to comply with, and shall be interpreted consistently with, the “qualified income offset” provisions of Regulation section 1.704-1(b)(2)(ii)(d).

     (c) Company Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain for a Fiscal Year, each Member shall be allocated items of income and gain for that Fiscal Year equal to that Member’s share of the net decrease in Company Minimum Gain (“Company Minimum Gain Chargeback”). A Member’s share of the net decrease in Company Minimum Gain is the amount of the total net decrease multiplied by the Member’s percentage share of the Company Minimum Gain at the end of the immediately preceding Fiscal Year. A Member’s share of any decrease in Company Minimum Gain resulting from a revaluation of Company Property equals the increase in the Member’s Capital Account attributable to the revaluation to the extent the reduction in Company Minimum Gain is caused by the revaluation. A Member’s share is not subject to the Company Minimum Gain Chargeback requirement to the extent the Member’s share of the net decrease in Company Minimum Gain is caused by a guarantee, refinancing or other change in the debt instrument causing it to become partially or wholly a Recourse Liability or a Member Nonrecourse

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Liability, and the Member bears the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) for the newly guaranteed, refinanced or otherwise changed liability.

     (d) Member Minimum Gain Chargeback. If during a Fiscal Year there is a net decrease in Member Nonrecourse Liability Minimum Gain attributable to a Member Nonrecourse Liability, any Member with a share of that Member Nonrecourse Liability Minimum Gain (as determined under section 1.704-2(i)(5) of the Regulations) as of the beginning of that Fiscal Year shall be allocated items of income and gain for that Fiscal Year (and, if necessary, for succeeding Fiscal Years) equal to that Member’s share of the net decrease in the Company Nonrecourse Liability Minimum Gain (“Member Minimum Gain Chargeback”). A Member’s share of the net decrease in Member Minimum Gain is determined in a manner consistent with the provisions of this Section. A Member is not subject to this Member Minimum Gain Chargeback, however, to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Nonrecourse Liability due to a conversion, refinancing or other change in the debt instrument that causes it to become partially or wholly a Company Nonrecourse Liability. The amount that would otherwise be subject to the Member Minimum Gain Chargeback is added to the Member’s share of Company Minimum Gain. In addition, rules consistent with those applicable to Company Minimum Gain shall be applied to determine the shares of Member Minimum Gain and Member Minimum Gain Chargeback to the extent provided under the Regulations issued pursuant to section 704(b) of the Code.

     (e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be apportioned among the Members in proportion to their Membership Interests.

     (f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year or other period shall be apportioned to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Liability to which such Member Nonrecourse Deductions are attributable in accordance with section 1.704-1(b)(2)(i)(l) of the Regulations.

     (g) Contributed Property and Revalued Property. In accordance with section 704(c) of the Code and the Regulations promulgated thereunder, as well as section 1.704-1(b)(2)(iv)(d)(3) of the Regulations, income, gain, loss, and deduction with respect to any property contributed (or deemed contributed) the Company shall, solely for income tax purposes, be allocated among the Members so as to take account of any variation between the Company’s adjusted basis for the property for federal income tax purposes and its fair market value at the date of contribution (or deemed contribution) using the traditional method with curative allocations (within the meaning of section 1.704-3(c) of the Regulations). If the book value of any Company Property is adjusted as provided in this Operating Agreement, then for federal income tax purposes only, subsequent allocations of income, gain, loss, and deduction with respect to the revalued Property shall take account of any variation between the adjusted basis of the Property for federal income tax purposes and

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its book value in accordance with the principles of section 704(c) of the Code and Regulations promulgated thereunder using the traditional method with curative allocations (within the meaning of section 1.704-3(c) of the Regulations).

     (h) Regulatory Amendments. Members holding a Supermajority Interest are hereby authorized, upon the advice of the Company’s counsel, to amend this Article XII to comply with the Code and Regulations promulgated under section 704(b) of the Code; provided, however, that no amendment shall materially affect distributions to a Member without the Member’s prior written consent.

     12.3 Distributions; Minimum Distributions. The Company shall make Distributions to the Members in proportion to their Membership Interests in such amounts and at such times as determined by the Board. Notwithstanding the foregoing, on January 31 of each year commencing with January 31, 2006, the Company shall make pro rata distributions to the Members at least equal to the greater of (i) an amount equal to thirty-five percent (35%) of the Tax Profit (if any) of the Company for the preceding Fiscal Year and (ii) an amount equal to the Net Cash Flow of the Company for the immediately preceding Fiscal Year. Such distributions shall be made to the Members in accordance with their respective Membership Interest as of December 31 of the immediately preceding year. For purposes of this Section 12.3, the term “Net Cash Flow” shall mean with respect to any Fiscal Year or portion thereof, all cash revenues of the Company from business operations during that period (including, without limitation, any net proceeds from the sale of any Company Property, any interest or other earnings on the funds of the Company) less the sum of the following to the extent made from those cash revenues:

     (a) All principal and interest payments on any Company Liability;

     (b) All cash expenses incurred incident to the operation of the Company’s business; and

     (c) Funds set aside as reserves for contingencies, working capital, debt service, taxes, insurance or other costs and expenses incident to the conduct of the Company’s business which have been approved by the Board plus funds released from previously established reserves.

ARTICLE XIII

Transfer of Membership Interests

     13.1 Restrictions on Transfer. No Member may Transfer in any manner or means whatsoever any interest in all or a part of the Membership Interest now owned or hereafter acquired by it without having first complied with the provisions of this Operating Agreement or having obtained the prior written consent of Members holding a Supermajority Interest. Any Transfer of Membership Interests not in accordance with the terms of this Operating Agreement shall be void ab initio to the fullest extent permitted under applicable law and the intended transferee shall be deemed never to have had an interest therein. The Company shall refuse to effect any transfer of any Membership Interests purported to be Transferred other than in accordance with the terms of this

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Operating Agreement. Nothing in this Operating Agreement shall prohibit the pledge by CAP of its Membership Interest in the Company to the Banks in accordance with the terms of the Credit Facility. Notwithstanding any provision in this Operating Agreement to the contrary, CAP may Transfer all or any portion of its Membership Interest to ResCare or any wholly-owned subsidiary of ResCare and Pharmapro may transfer its Membership Interest to a wholly-owned subsidiary of Pharmapro or an entity owned by Doug Russell and Brian Ullom in the same ownership percentages as such individuals’ respective ownership percentages in Pharmapro as of the Effective Date. No Transfer to a Affiliate in reliance on the preceding sentence may occur unless and until the Company receives such instruments of transfer, assignment, and assumption and such other certificates (including any certificate or certificates representing such Membership Interests issued as provided in Section 11.8 hereof), representations, and documents that the other Members may deem necessary or desirable to:

     (a) Effectively transfer the Membership Interest;

     (b) Confirm that the Person desiring to acquire the Membership Interest, or to be admitted as a Member, has accepted, assumed, and agreed to be subject to and bound by all of the terms, obligations and conditions of this Operating Agreement;

     (c) Preserve the Company after the completion of such disposition under the laws of each jurisdiction in which the Company is qualified, organized, or does business;

     (d) Maintain the status of the Company as a partnership for federal tax purposes; and

     (e) Assure compliance with any applicable state and federal laws including Securities Laws and regulations.

If CAP shall Transfer any of its Membership Interests to an Affiliate, CAP shall remain obligated for and guarantee all of the obligations of such Affiliate under this Operating Agreement. If Pharmapro shall Transfer any of its Membership Interests to an Affiliate, Pharmapro shall remain obligated for and guarantee all of the obligations of such Affiliate under this Operating Agreement. Notwithstanding any provision in this Operating Agreement to the contrary, the provisions of this Section 13.1 and the provisions of Section 13.2 of this Operating Agreement shall not apply to the adjustments to Membership Interests required by Sections 11.2 and 11.3 hereof.

13.2 Certain Voluntary Transfers by a Member.

     (a) Order in Which Membership Interests Must be Offered. If a Member is in receipt of a “bona fide, noncollusive offer” from any person or entity to purchase all or any part of its Membership Interests which offer such Member desires to accept (other than an offer or a Transfer to an Affiliate permitted under Section 13.1 hereof), such Member shall, within ten (10) days after receipt of such offer, first submit to (i) the Company and (ii) the other Members notice of its desire to do so. Such notice (the “Notice”) shall include a full, complete and accurate written description of such offer including the portion of the

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Membership Interests that such Member desires to Transfer (the “Option Interest”), the name(s) and address(es) of the offeree(s), the nature of the interest to be Transferred, the proposed date of the Transfer and the proposed consideration, if any. The Notice shall include a true copy of the offer. For purposes of this Operating Agreement, the term “bona fide, noncollusive offer” shall mean an offer which is a legally enforceable offer from a party financially capable of carrying out its terms.

     (b) Option to the Members. In the case of a proposed Transfer described in paragraph (a) of this Section 13.2 by a Member, for ten (10) Business Days following the receipt of the Notice, the Members other than the Member whose Membership Interests are sought to be sold (the “Other Members”) shall have the option to purchase all or any part of the Option Interest at the purchase price as determined in Section 13.4 hereof (the “Purchase Price”) and on the terms of payment set forth in Section 13.4 hereof. Each of the Other Members shall have the right to purchase that proportion of such Option Interest which is equal to the ratio of the Membership Interests owned by it over the Membership Interests owned by all of the Other Members, or in such other percentages as the Other Members shall unanimously agree. Each Other Member shall elect to purchase its pro rata share of the available Option Interest by written notice to the Company and the Other Members within the initial five (5) Business Days of such ten (10) Business Day period. If any Other Member does not elect to purchase its pro rata share of the available Option Interest, then each of the Other Members who have elected to purchase the available Option Interest shall have the right to purchase that proportion of the balance of the available Option Interest which is equal to the ratio of the Membership Interests owned by it over the Membership Interests owned by the Other Members who are electing to purchase the available Option Interest, or in such other percentages as the Other Members who are electing to purchase the available Option Interest shall unanimously agree. Such right to purchase the balance of the available Option Interest shall be exercised by written notice to the Company and the Other Members within the second five (5) Business Days of such ten (10) Business Day period.

     (c) Option to the Company. In the case of a proposed Transfer described in paragraph (a) of this Section 13.2 by a Member, if the Other Members shall not elect to purchase all of the Option Interest, the Company shall have the option to purchase all or part of the Option Interest (which in the case of any Membership Interest offered by an Member, shall mean that portion of the Option Interest that the Other Members have not elected to purchase) at the Purchase Price and on the terms of payment set forth in Section 13.4 hereof. If the Company desires to exercise such option, it shall give written notice to the Member offering the Option Interest and the Other Members of its election to do so within a twenty (20) Business Day period after receipt of the Notice.

     (d) Limited Right to Transfer. If the Members having the right to purchase and the Company fail to collectively exercise their options described in paragraphs (b) and (c) of this Section 13.2 to purchase all of the Option Interest, then the Member offering the Option Interest may Transfer all of the Option Interest on the terms and conditions set forth in the Notice, provided that the intended transferee or transferees consent, in form and substance satisfactory to the Company, to being a Member subject to the terms of this Operating

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Agreement and otherwise complying with the provisions of Section 13.1 hereof. If the Transfer of such Membership Interest pursuant to the preceding sentence is not consummated within twenty (20) Business Days after expiration of the twenty (20) Business Day period set forth in Section 13.2(c) above, then such Membership Interest may not be Transferred without again complying with all the provisions of this Section 13.2.

     13.3 Purchase Options Upon Involuntary Transfers. If all or any portion of the Membership Interest held by any Member is transferred in any involuntary manner, including disposal or passage under a judicial order, legal process, execution, attachment, enforcement of an Encumbrance, bankruptcy or by operation of law (as applicable, an “Involuntary Transfer”), then the Person to whom the Membership Interest is so transferred (the “Involuntary Transferee”) shall give notice to the Company of the Involuntary Transfer within ten (10) Business Days of its occurrence. If such notice is not given within such period, such notice shall be deemed given ten (10) Business Days after the date the Company receives notice of the Involuntary Transfer. At the successive options of the Company and the other Members, such transfer shall be void ab initio, and the Membership Interest which was the subject of the Involuntary Transfer (the “Involuntary Option Interest”) shall be deemed purchased by the Company and/or such Members, as the case may be, at the Purchase Price and on terms of payment set forth in Section 13.4 hereof. The Involuntary Transferee shall be deemed a Member offering Membership Interests pursuant to paragraph (a) of Section 13.2 hereof, the Involuntary Option Interest shall be deemed Option Interest and the time periods in which the Company and the other Members shall have to exercise their successive options to void the Involuntary Transfer to the Involuntary Transferee and to purchase the Involuntary Option Interest shall be governed by the provisions of Section 13.2 hereof; provided, however, that the ten (10) Business Day period set forth in Section 13.2(b) hereof and the twenty (20) Business Day period set forth in Section 13.2(c) hereof shall commence on the date notice of the Involuntary Transfer is given (or deemed given) in accordance with this Section 13.3.

     13.4 Purchase Price and Terms of Payment.

     (a) Purchase Price. The purchase price for any Membership Interest offered, sold and purchased pursuant to Section 13.2 hereof shall be the price offered by the transferee making the “bona fide, noncollusive offer.” The purchase price for any Membership Interest deemed offered, sold and purchased pursuant to Section 13.3 hereof shall be the Fair Value (as defined in Section 13.4(b) below) of such Membership Interest.

     (b) Fair Value. For purposes of this Operating Agreement, the “Fair Value” of any Membership Interest purchased and sold pursuant to Sections 13.3 shall mean (i) the annualized Company EBITDA as of the Valuation Date, multiplied by (ii) seven (7), multiplied by (iii) the Membership Interest (expressed as a percentage) as of the Valuation Date included as a part of the Membership Interest being purchased.

     (c) Terms. If the sale of any Membership Interest is governed by Section 13.2 hereof, payment will be made on the same terms as the “bona fide, noncollusive offer” noticed to the Company and the Members. A payment of cash or immediately available federal funds in the full amount of the Purchase Price will be made to the Member selling

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Membership Interests pursuant to Section 13.3 on the date of the closing of any such purchase.

     13.5 Effective Date of Transfer. Except as otherwise determined by the Members, any Transfer of a Membership Interest in compliance with this Article XIII shall be deemed effective as of the date on which the last remaining Member’s consent thereto was given (or if no such consent is required hereunder, on the date of closing of such Transfer). The transferring Member hereby indemnifies the Company and the remaining Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly from any Transfer or purported Transfer in violation of this Article XIII.

     13.6 Registration on Books of the Company. Any Transfer of a Membership Interest shall be reflected on the books of the Company by the registered holder thereof, and on surrender for cancellation of the certificate or certificates representing such Membership Interests, if certificates have been authorized by the Board and issued. The Person in whose name a Membership Interest stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

13.7 Option to Sell or Purchase Membership Interests.

     (a) At any time during the term of this Operating Agreement after the second anniversary of the Effective Date any Member (the “Initiating Member”) may deliver a written offer to another Member (the “Recipient Member”) offering to either sell all of the Initiating Member’s Membership Interests to the Recipient Member or to purchase all of the Recipient Member’s Membership Interests at a purchase price and upon terms to be stated in such written offer. Within a sixty (60) day period following such written offer, the Recipient Member shall be obligated to either (i) accept the written offer or (ii) impose the terms of the same offer on the Initiating Member. If the Recipient Member has not purchased or caused to be purchased all of the Initiating Member’s Membership Interests or sold all of the Recipient Member’s Membership Interests (as the case may be) at such purchase price and on such terms as stated in such written offer within sixty (60) days after such written offer or imposed the terms of the offer on the Initiating Member within sixty (60) days after such written offer, then the Initiating Member shall have the option to purchase all of the Membership Interests owned by the Recipient Member (and such Recipient Member shall have a binding obligation to sell all of his, her or its Membership Interests to the Initiating Member) or as the case may be, the Initiating Member shall have the option to sell all of his, her or its Membership Interests to the Recipient Member (and such Recipient Member shall have a binding obligation to purchase all of the Initiating Member’s Membership Interests) at such purchase price and on such terms stated in the Initiating Member’s written offer within one hundred twenty (120) days after the expiration of the initial sixty (60) day period. Such one hundred twenty (120) day period shall be extended as reasonably required to secure the approval of such purchase and sale by any party, the approval of which is a condition precedent to such purchase and sale, including but not limited to any lender of the Company. The parties to such purchase and sale shall use their respective reasonable business efforts to secure any such approvals. The purchase price paid pursuant to this Section 13.7(a) shall be

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all in cash or certified funds and shall be adjusted appropriately to take into account any difference in size of the Membership Interests of the Initiating Member and the Recipient Member. Except as otherwise agreed by the parties to such purchase and sale, the closing of such purchase and sale will take place at the Principal Office.

     (b) Notwithstanding the provisions of paragraph (a) of this Section 13.7, if the Recipient Member objects in writing, not later than expiration of the initial sixty (60) day period described in such paragraph, to the purchase price of the proposed purchase or sale as not being reflective of fair market value of the Membership Interests to be purchased or sold, and requests an appraisal of such Membership Interests, the Members agree that the time periods in such paragraph (a) shall be suspended for a period of not more than sixty (60) days to permit the Members to cause such Membership Interest to be appraised by an independent appraiser mutually acceptable to the Initiating Member and the Recipient Member. If such parties cannot mutually agree to the selection of an appraiser, each party shall select its own appraiser, who shall each determine the “fair market value” of the Membership Interest being purchased and sold. In calculating the “fair market value” of the Membership Interest to be purchased and sold, the appraisers shall be authorized, in their discretion, to normalize any executive salaries or administrative services fees payable by the Company based upon comparable salaries and/or fees in the closed-door pharmacy industry. In addition, the “fair market value” of the Membership Interest to be purchased and sold shall not be diluted or diminished in any respect by reason of the guaranties by the Company of the Credit Facility, the Senior Note Indenture or Senior Notes or by any security interest related thereto, including but not limited to the Bank Security Interest. If the value determined by such appraisers shall not differ by more than ten percent (10%) of the lower of such values, the “fair market value” of such Membership Interest shall be the average of such values determined by such appraisers. If the values differ by more than ten percent (10%) of the lower of such values, the appraisers shall mutually select a third certified independent appraiser with experience and appropriate credentials in appraising closed-door pharmacies who shall perform a third appraisal, which appraisal shall establish the “fair market value” of the Membership Interest being purchased or sold. If the “fair market value” of the Membership Interest being purchased or sold (as determined in the immediately preceding sentences) is within ten percent (10%) of the purchase price originally proposed by the Initiating Member, then the Recipient Member shall be obligated to purchase or sell, as determined at the option of the Initiating Member, at the purchase price originally proposed by the Initiating Member and all of the expenses of the appraisers shall be paid by the Recipient Member. If the “fair market value” of the Membership Interest being purchased or sold is not within ten percent (10%) of the purchase price originally proposed by the Initiating Member, then neither party shall be obligated to purchase or sell and one-half (2) of the expenses of any appraiser mutually selected by the parties to such purchase and sale or mutually selected by their appraisers shall be paid by each of the Initiating Member and Recipient Member. The expenses of any such appraiser selected by any party without the consent of any other party shall be borne by the party selecting such appraiser.

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ARTICLE XIV

Additional Members

     14.1 Admission to Membership. From the date of the formation of the Company, except in the case of an Affiliate, any Person may be admitted as a Member only with the prior written consent of Members holding a Supermajority Interest.

     14.2 Financial Adjustments. No new Member shall be entitled to any retroactive allocation of Profit, Loss and other items of income, gain, loss, deduction and credit of the Company. Upon the approval and consent of all of the Members, the Members may agree to close the Company’s books (as though the Company’s Fiscal Year had ended) or make pro rata allocations of Profit, Loss, and expense deductions to a new Member for that portion of the Company’s Fiscal Year in which a Member was admitted in accordance with the provisions of section 706(d) of the Code and the Regulations.

ARTICLE XV

INTELLECTUAL PROPERTY

     15.1 Intellectual Property Developed by the Company. Subject to the provisions of Section 9.2 hereof, the Company shall own and hold in its own name all Intellectual Property created, developed or acquired by the Company. Subject to the provisions of Section 9.2 hereof, the Company shall not license or sell any of its Intellectual Property to any Person except with the prior approval of Members holding a Supermajority Interest.

     15.2 Use on Liquidation. Upon liquidation of the Company, all Intellectual Property of the Company shall be transferred to the Members jointly and each Member shall be free to use, license, sell or otherwise deal with such Intellectual Property.

ARTICLE XVI

Dissolution and Winding Up

     16.1 Dissolution.

     (a) The Company shall be dissolved and its affairs wound up upon the happening of the first to occur of the following:

     (i) Upon the consent or approval of a Supermajority Interest;

     (ii) Upon entry of a decree of judicial dissolution under the Act dissolving the Company; or

     (iii) Upon the filing of a certificate of dissolution by the Secretary of State of the Commonwealth of Kentucky administratively dissolving the Company.

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     16.2 Effect of Event of Dissolution. Upon the occurrence of any of the events specified in Section 16.1, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until articles of dissolution have been filed with the Secretary of State of the Commonwealth of Kentucky or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

     16.3 Winding Up, Liquidation, and Distribution of Assets. Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Members shall immediately proceed to wind up the affairs of the Company. If the Company is dissolved and its affairs are to be wound up, the Members shall:

     (a) Sell or otherwise liquidate all Company Property as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind);

     (b) Allocate any profit or loss resulting from such sales to the Members’ Capital Accounts in accordance with Article XII above;

     (c) Discharge all Company Liabilities, including Company Liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for Distributions, and establish such reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such reserves shall be deemed to be an expense of the Company);

     (d) Distribute the remaining Company Property in the following order:

     (i) The positive balance (if any) of each other Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Fiscal Year during which the liquidation occurs, including any adjustments required by this subsection (d)) shall be distributed to all such other Members.

     (ii) Any such Distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in section 1.704-1(b)(2)(ii)(b)(2) of the Regulations. If any assets of the Company are to be distributed in kind, the net fair market value of those assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Those 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 Members shall be adjusted pursuant to the provisions of Article XII and Section 11.4 of this Operating Agreement to reflect such deemed sale.

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     (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a liquidation within the meaning of section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit balance 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), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever;

     (f) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated;

     (g) The Members shall comply with any applicable requirements of applicable Law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

     16.4 Articles of Dissolution. When all debts, liabilities, and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, articles of dissolution that set forth the information required by the Act shall be filed with the Secretary of State of the Commonwealth of Kentucky.

     16.5 Post-Dissolution Actions. Upon the filing of articles of dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings, and appropriate action as provided in the Act. The Members shall have authority to distribute any Company Property discovered after dissolution, convey real estate, and take such other action as may be necessary on behalf and in the name of the Company.

     16.6 Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of any Capital Contribution. If the Company Property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return any Capital Contribution of one or more Members, the Members shall have no recourse against any other Member.

ARTICLE XVII

Taxes and Accounting

     17.1 Elections. A Supermajority Interest shall determine whether to make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

     17.2 Method of Accounting. The records of the Company shall be maintained in accordance with GAAP. In addition, the Company shall maintain such records and adopt such accounting methods as required for federal income tax purposes.

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     17.3 Tax Treatment. It is the intention of the Members that the Company be treated as a partnership for federal, state, and local income tax purposes, and Members shall not take any position or make any election, in a tax return or otherwise, inconsistent with such treatment. If required by the Code, CAP is hereby designated as the “tax matters partner” of the Company for all purposes of the Code.

     17.4 Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, each Member requested to do so shall submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes attributable to the Member’s income, and interest and penalties assessed on such income. If the Member fails to provide such agreement, Company may withhold and pay over to such Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a Distribution for purposes of Article XII hereof. The Company may, where permitted by the rules of any Taxing Jurisdiction, file a composite, combined or aggregate tax return reflecting the income of the Company and pay the tax, interest and penalties of some or all of the Members on such income to the Taxing Jurisdiction, in which case the Company shall inform the Members of the amount of such tax, interest and penalties so paid.

ARTICLE XVIII

Indemnification of Members

     18.1 Indemnification Provisions. To the fullest extent permitted by the Act, the Company shall indemnify each Member, each of the Company’s directors and officers, and, in the case of a Member that is an entity, such Member’s shareholders, members, directors, managers, officers, employees or agents (each, a “Member Indemnified Party”) against expenses (including attorneys’ fees), judgments, taxes, penalties, fines (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (collectively “Liability”), incurred by it in connection with defending any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which it is, or is threatened to be made, a party because it is or was serving at the request of the Company as a manager, director, officer, partner, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or in connection with the business or operations of the Company. A Member Indemnified Party shall be considered to be serving an employee benefit plan at the Company’s request if its duties to the Company also impose duties on or otherwise involve services by it to the plan or to participants in or beneficiaries of the plan. To the fullest extent authorized or permitted by, and in accordance with the provisions of, the Act, the Company shall pay or reimburse expenses (including attorneys’ fees) incurred by a Member Indemnified Party who is a party to a proceeding in advance of final disposition of such proceeding. The obligation of the Company to indemnify a Member Indemnified Party shall be conditioned upon the conduct of such Member Indemnified Party having been performed in good faith and in a manner reasonably believed by it to be within the scope of authority granted to it by this Operating Agreement and not constituting fraud, deceit, gross negligence, wanton or reckless misconduct or a

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wrongful taking by such Member Indemnified Party. The termination of any action by judgment, order or settlement shall not, of itself, create a presumption that such Member Indemnified Party did not act in such a manner as to deny the rights of indemnification provided for herein. The Company may indemnify its employees and other agents who are not Member Indemnified Parties, provided that the indemnification in any given situation is approved by a Supermajority Interest and the scope of such indemnification shall not be greater than that provided to the Member Indemnified Parties in this Section 18.1.

     18.2 Provision Not Exclusive. The indemnification against liability and advancement of expenses provided by, or granted pursuant to, this Article XVIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled, both as to action in its official capacity and as to action in another capacity while holding such office of the Company, shall continue as to a Person who has ceased to be a Member, and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such a Person.

     18.3 Authorization to Purchase Insurance. The Company may purchase and maintain insurance on behalf of an individual who is or was a Member, employee or agent of the Company, or who, while a Member, employee or agent of the Company, is or was serving at the request of the Company as a manager, director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by it in that capacity or arising from its status as a Member, director, officer, employee or agent, whether or not the Company would have power to indemnify it against the same liability under the provisions of this Article XVIII or the Act.

     18.4 Repeal or Modification of Indemnification Provision. Any repeal or modification of this Article XVIII by the Members of the Company shall not adversely affect any right or protection of the Member Indemnified Parties under this Article XVIII with respect to any act or omission occurring prior to the time of such repeal or modification.

ARTICLE XIX

Contracts, Loans, Checks and Deposits

     19.1 Contracts. Subject to the limitation of Section 8.1 hereof, the Board may authorize any agent or agents to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Company. Such authority may be general or confined to specific instances.

     19.2 Loans. No loans shall be contracted on behalf of the Company, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board and authorized under Sections 7.4 or 8.1hereof. Such authority may be general or confined to specific instances.

     19.3 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 Company shall be signed by such officer or officers, or agent or agents, of the Company and in such manner as shall, from time to time, be determined by resolution of the Board, subject to the limitations of Section 8.1 hereof.

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     19.4 Deposits. All funds of the Company not otherwise employed shall be deposited, from time to time, to the credit of the Company in such banks, trust companies and other depositories as the Board or Treasurer may select.

ARTICLE XX

Miscellaneous Provisions

     20.1 Termination of this Operating Agreement. This Operating Agreement shall terminate at the earliest occurrence of any of the following events:

     (a) Bankruptcy (voluntary or involuntary), insolvency, receivership, liquidation or dissolution of the Company.

     (b) When only one Member remains a party bound by this Operating Agreement.

     (c) Upon the mutual written agreement of all the parties hereto.

     20.2 Entire Agreement; Modification; Waiver. This Operating Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Operating Agreement shall be binding unless executed in writing by all parties hereto. No waiver of any of the provisions of this Operating Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

     20.3 Successors and Assigns; Assignment. This Operating Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective heirs, executors, legal representatives, successors and assigns.

     20.4 Notices. All notices, requests, demands and other communications required or permitted to be given or made under this Operating Agreement, or any other agreement executed in connection therewith, shall be in writing and shall be deemed to have been given on the date of delivery personally or upon deposit in the United States mail postage prepaid by registered or certified mail, return receipt requested, to the appropriate party or parties at the following addresses (or at such other address as shall hereafter be designated by any party to the other parties by notice given in accordance with this Section):

If to the Company:	Doug Russell
	President
	Pharmapro, Inc.
	Louisville, Kentucky

and to:	Ronald G. Geary
	President
	Community Alternatives Pharmacy, Inc.
	10140 Linn Station Road
	Louisville, Kentucky 40223
If to CAP:	Ronald G. Geary
	President
	Community Alternatives Pharmacy, Inc.
	10140 Linn Station Road
	Louisville, Kentucky 40223
and to:	David S. Waskey
	Vice President and General Counsel
	Res-Care, Inc.
	10140 Linn Station Road
	Louisville, Kentucky 40223
If to Pharmapro:	Doug Russell
	President
	Pharmapro, Inc.
	Louisville, Kentucky
and to:	Darryl W. Durham, Esq.
	Weber & Rose, P.S.C.
	2400 Aegon Center
	400 West Market Street
	Louisville, Kentucky 40202

     20.5 Execution in Counterparts. This Operating Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

     20.6 Further Assurances. The parties each hereby agree to execute and deliver all of the agreements, documents and instruments required to be executed and delivered by them in this Operating Agreement and to execute and deliver such additional instruments and documents and to take such additional actions as may reasonably be required from time to time in order to effectuate the transactions contemplated by this Operating Agreement.

     20.7 Severability of Provision. The invalidity or unenforceability of any particular provision of this Operating Agreement shall not affect the other provisions hereof and this Operating Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

     20.8 Governing Law; Jurisdiction; Venue. This Operating Agreement is executed and delivered in, and shall be governed by, enforced and interpreted in accordance with the laws of, the Commonwealth of Kentucky, the location of the principal office of the Members and the Company. The parties hereto agree that the federal or state courts located in Kentucky shall have the exclusive jurisdiction with regard to any litigation relating to this Operating Agreement and that venue shall be proper only in Jefferson County, Kentucky, the location of the principal office of the Members and the Company.

     20.9 Specific Performance. Each of the parties hereto declares and agrees that the Membership Interests subject to this Operating Agreement are unique chattels and that it is impossible to measure in money the damages which will accrue to any other parties hereto by reason of a failure of another to perform any obligation under this Operating Agreement in accordance with its terms. Accordingly, if any party hereto shall institute any action or proceeding to enforce the provisions hereof, the party hereto against whom such action or proceeding is brought hereby waives the claim or defense that he has an adequate remedy at law, and no person shall in any such action or proceeding put forward the claim or defense that such remedy at law exists.

     20.10 Tense; Captions; Gender. In construing this Operating Agreement, whenever appropriate, the singular tense shall also be deemed to mean the plural, and vice versa, and the captions contained in this Operating Agreement shall be ignored. Words in the masculine, feminine or neuter gender shall include the feminine, masculine or neuter gender where applicable.

     20.11 Waiver of Action for Partition. Each Member irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to Company Property.

     20.12 No Partnership Intended for Non-tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under any law of any state (other than for income tax purposes), but do intend to qualify as a partnership for tax purposes. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

     20.13 Rights of Creditors and Third Parties under Operating Agreement. This Operating Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. This Operating Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Operating Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

     IN WITNESS WHEREOF, the Initial Members have executed this Operating Agreement as of the date first set forth above.

PHARMACY ALTERNATIVES, LLC, a Kentucky limited liability company
By:	/s/ Doug Russell
	Doug Russell, Senior Vice President
	(the “Company”)
COMMUNITY ALTERNATIVES PHARMACY, INC., a Delaware corporation
By:	/s/ Patrick Kelley___
	Patrick Kelley, Vice President
	(“CAP”)
PHARMAPRO, INC., a Kentucky corporation
By:	/s/ Doug Russell
	Doug Russell, President
	(“Pharmapro”)

EX-3.106

Exhibit 3.106

Department of State

The State of Ohio

Sherrod Brown

Secretary of State

Certificate

It is hereby certified that the Secretary of State of Ohio has

                                                                                .

     RAISE GEAUGA, INC.

STATE SEAL	Recorded on Roll G961 at Frame 1127 of the Records of Incorporation and Miscellaneous Filings.
	Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 2nd day of OCT, A.D. 1990.
	/s/ Sherrod Brown
	Sherrod Brown
	Secretary of State

STATE SEAL	Prescribed by
	SHERROD BROWN
	Secretary of State
	30 East Broad Street, 14th Floor
	Columbus, Ohio 43266-0418
	Form AFT, November 1987

Articles of Incorporation

(Under Chapter 1701.01 et seq.)

Profit Corporation

     The undersigned, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

     FIRST. The name of said corporation shall be RAISE GEAUGA, INC.

     SECOND: The place in Ohio where it principal office is to be located is

CHARDON	GEAUGA	County
(City, Village or Township)

     THIRD. The purposes for which it is formed are:

     TO DO ANY AND ALL ACTS FOR WHICH CORPORATIONS MAY BE FORMED IN THE STATE OF OHIO PURSUANT TO THE OHIO REVISED CODE SECTIONS 1701.01 ET SEQ AS AMENDED AND SO LONG AS SAID ACTS ARE NOT CONTRARY TO ANY LICENSURE REQUIREMENTS OR ANY OTHER LAWS OF THIS STATE OR ANY OTHER APPROPRIATE GOVERNMENTAL BODY.

Page 3

     FOURTH. The number of shares which the corporation is authorized to have outstanding is:

(Please state whether shares are common or preferred and their par value, if any.)

     Seven Hundred Fifty                                                            

          IN WITNESS WHEREOF, We have hereunto subscribed names, this 29^th day of September, 19 90 .

RAISE GEAUGA, INC.

(Name of Corporation)

By:                                                            , Incorporator

HENRY A. ROTH

By:                                                            , Incorporator

By:                                                            , Incorporator

Print or type incorporator’s names beneath their signatures.

Articles will be returned unless accompanied by form designating statutory agent. See Sec. 1701.0. Revised Code of Ohio

Page 4

Form AGO August, 1983
Prescribed by Sherrod Brown
Secretary of State

State Seal Original Appointment of Statutory Agent

The undersigned, being at least a majority of the incorporators of	RAISE GEAUGA, INC.
	(Name of Corporation)

hereby appoint RIKKE COACH to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served.

The complete address of the agent is 4554 TELHURST RD.   (Street)

SOUTH EUCLID	,	CUYAHOGA	County, Ohio	44121
(City or Village)				(Zip Code)

Date: 9/29/90
	HENRY A. ROTH	(Incorporator)
		(Incorporator)
		(Incorporator)
	Instructions

1)	Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent. R.C. 1701.04(C), 1702.04(C).
2)	The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent. R.C. 1701.07(A), 1702.06(A).
3)	The agent’s complete street address must be given; a post office box number is not acceptable. R.C. 1701.07(C), 1702.06(C).
4)	An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation. R.C. 1701.07(B), 1702.06(B).

Page 5

EX-3.107

Exhibit 3.107

REGULATIONS

OF

RAISE GEAUGA, INC.
(Name of Corporation)

ARTICLE I

Shareholders

     Section 1. Annual Meeting. The annual meeting of shareholders shall be held on the

3RD TUESDAY of MARCH of each year at such time as may be designated in the notice of the meeting. The first Annual Meeting shall be held in March, 1992.

     Section 2. Place of Meetings. 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 Ohio as may be designated in the notice of the meeting.

     Section 3. Quorum. At all meetings of shareholders a majority of the shares issued and outstanding and entitled to vote, the holders of which are present in person or represented by proxy, shall constitute a quorum.

ARTICLE II

Board of Directors

     Section 1. Number. The authorized number of directors shall be fixed at two (2) until changed by an amendment to this Article II, Section 1, adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

     Section 2. Meetings. An organization meeting of the board of directors may be held, without notice, immediately after the annual meeting of shareholders for the purpose of electing officers and attending to such other business as properly may come before the meeting. Additional meetings may be held at such times as may be determined from time to time by the board of directors.

     Section 3. Committees. The board of directors may create an executive committee or any other committee of the directors to consist of not less than three directors and may delegate to any such committee any of the authority of the board, however conferred, other than that of filling vacancies among the directors or in any committee of the board.

ARTICLE III

Officers

     Section 1. Number and Title. The officers of the corporation shall consist of a president, such number of vice presidents as the board of directors from time to time may determine, a secretary, a treasurer and such other officers and assistant officers as the board of directors may from time to time determine.

     Section 2. Authority and Duties. Subject to such limitations as the board of directors

from time to time may prescribe, the officers shall each have such powers and perform such duties as generally pertain to their respective offices and such further powers and duties as may be conferred from time to time by the board of directors or, in the case of any officer other than the president, by the president.

     Section 3. Term. Each officer shall hold office for one year and until his successor is duly elected and qualified.

ARTICLE IV

Indemnification

     The corporation, to the full extent permitted by the General Corporation Law of Ohio, shall indemnify all persons whom it may indemnify pursuant thereto.

ARTICLE V

Certificates for Shares

     If. any certificate for shares is lost, stolen or destroyed, a new certificate may be issued upon such terms or under such rules as the board of directors from time to time may determine or adopt.

ARTICLE VI

Seal

     The board of directors may adopt a seal which, if adopted, shall be in such form as the board from time to time may determine.

ARTICLE VII Fiscal Year

     The fiscal year of the corporation shall end on such date as the board of directors from time to time may determine.

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EX-3.112

Exhibit 3.112

CERTIFICATE OF FORMATION

OF

RESCARE DTS INTERNATIONAL, LLC

ARTICLE I

Name

     The name of the limited liability company (the “Company”) is ResCare DTS International, LLC.

ARTICLE II

Registered Office; Registered Agent

     The street address of the initial registered office of the Company in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, and the name of the registered agent at such office is Corporation Trust Company.

ARTICLE III

Principal Office

     The mailing address of the initial principal office of the Company is 10140 Linn Station Road, Louisville, Kentucky 40223.

     IN WITNESS WHEREOF, this Certificate of Formation has been duly executed by the undersigned on the 6th day of August, 2004.

RES-CARE, INC.
By:	/s/ Mary D. Peters
	Mary D. Peters, Assistant Secretary

EX-3.113

Exhibit 3.113

OPERATING AGREEMENT
OF
RESCARE DTS INTERNATIONAL, LLC

     THIS OPERATING AGREEMENT (“Agreement”) is made as of the ___day of August, 2004, by ResCare International, Inc., a Delaware corporation (“Member”).

     1. Formation.

          1.1 Formation. The Member has formed a limited liability company (“Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     2. Name and Office.

          2.1 Name. The name of the Company is ResCare DTS International, LLC.

          2.2 Principal Office. The principal office of the Company shall be at 10140 Linn Station Road, Louisville, Kentucky 40223, or at such other place as shall be determined by the Member. The books of the Company shall be maintained at such principal place of business or such other place that the Member shall deem appropriate. The Company shall designate an agent for service of process in Delaware in accordance with the provisions of the Act.

     3. Purposes and Term.

          3.1 Purposes. The purposes of the Company are as follows:

               (a) To engage in any other lawful activities in which a limited liability company may engage under the Act as is determined by the Member.

               (b) To do all other things necessary or desirable in connection with the foregoing, or otherwise contemplated in this Agreement.

          3.2 Company’s Power. In furtherance of the purposes of the Company as set forth in Section 3.1, the Company shall have the power to do any and all things whatsoever necessary, appropriate or advisable in connection with such purposes, or as otherwise contemplated in this Agreement.

          3.3 Term. This Agreement shall become effective as of the date of the filing of a Certificate of Organization with the Delaware Secretary of State’s Office, and shall continue in perpetuity until dissolved in accordance with Section 13.

     4. Capital.

          4.1 Capital Contributions of Member. The initial capital contribution of the Member shall be the amount set forth on Exhibit A. Such capital contribution shall be made by the Member at such time as the Member shall determine. The Member may, but shall not be required to, make additional capital contributions to the Company from time to time.

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          4.2 No Liability of Member. Except as otherwise specifically provided in the Act, the Member shall not have any personal liability for the obligations of the Company. Except as provided in Section 4.1, the Member shall not be obligated to contribute to, or loan money to, the Company.

          4.3 No Interest on Capital Contributions. The Member shall not be entitled to interest on any capital contributions made to the Company.

     5. Accounting.

          5.1 Books and Records. The Company shall maintain full and accurate books of the Company at the Company’s principal place of business, or such other place as the Member shall determine, showing all receipts and expenditures, assets and liabilities, net income and loss, and all other records necessary for recording the Company’s business and affairs. Such books and records shall be open to the inspection and examination of the Member in person or by the Member’s duly authorized representatives at all reasonable times.

          5.2 Fiscal Year. The fiscal year of the Company shall be the Member’s fiscal year.

     6. Bank Accounts.

          6.1 Bank Accounts. All funds of the Company shall be deposited in its name into such checking, savings and/or money market accounts or time certificates as shall be designated by the Member. Withdrawals therefrom shall be made upon such signature or signatures as the Member may designate. Company funds shall not be commingled with those of any other person or entity.

     7. Net Income and Net Loss.

          7.1 Net Income and Net Loss. All net income or net loss of the Company shall be for the account of the Member.

     8. Federal In come Tax Election.

          8.1 Tax Treatment. It is the intention of the Member that for federal, state and local income tax purposes the Company be disregarded as an entity separate from the Member in accordance with the provisions of Treas. Reg. §§ 301.7701-2(c)(2)(i) and 301.7701-3(b)(1)(ii). The Member shall take all actions which may be necessary or required in order for the Company to be so disregarded for income tax purposes.

     9. Distributions.

          9.1 Distributions. The Member shall determine, in the Member’s sole discretion, the amount and timing of any distributions to the Member and whether such distributions shall be paid in cash or property.

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     10. Managers.

          10.1 General Powers. All powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, its Managers, subject to any limitation set forth in the Company’s Articles of Organization. The initial Managers shall be Ronald G. Geary, Vincent F. Doran, and Joanna Block.

          10.2 Number, Election and Term. The Managers shall consist of one or more individuals, with the number specified in or determined in accordance with the Company’s Articles of Organization, or if not so specified, as fixed by the Member. The initial number of Managers shall be two (2). Managers shall be elected by the Member(s) at each annual meeting. A decrease in the number of Managers shall not shorten an incumbent Manager’s term. The term of a Manager elected to fill a vacancy shall expire at the next Member’s meeting at which Managers are elected. Despite the expiration of a Manager’s term, he/she shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of Managers.

          10.3 Resignation of Managers. A Manager may resign at any time by delivering written notice to the Managers, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

          10.4 Removal of Managers by Members. A Manager shall be removed by the Members only at a meeting called for the purpose of removing him/her and the meeting notice shall state that’ the purpose, or one of the purposes, of the meeting is removal of the Manager. The Members may remove one or more Managers with or without cause unless the Company’s Articles of Organization provide that Managers may be removed only for cause. If a Manager is elected by a voting group of Members, only the Members of that voting group may participate in the vote to remove him. A Manager may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal.

          10.5 Vacancy in Number of Managers. Unless the Company’s Articles of Organization provide otherwise, if a vacancy occurs in the number of Managers, including a vacancy resulting from an increase in the number of Managers, the Member(s) may fill the vacancy; the Managers may fill the vacancy; or if the Managers remaining in office constitute fewer than a quorum of the Managers, they may fill the vacancy by the affirmative vote of a majority of all the Managers remaining in office. If the vacant office was held by a Manager elected by a voting group of Members, only the holders of Units of that voting group shall be entitled to vote to fill the vacancy if it is filled by the Members. A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new Manager may not take office until the vacancy occurs.

          10.6 Compensation of Managers. Unless the Company’s Articles of Organization provide otherwise, the Managers shall not be paid any compensation for serving as Managers.

          10.7 Meetings. The Managers may hold regular or special meetings in or out of the Commonwealth of Kentucky. The Managers may permit any or all Managers to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Managers participating may simultaneously hear each other during

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this meeting. A Manager participating in a meeting by such means shall be deemed to be present in person at the meeting.

          10.8 Special Meetings. Special meetings of the Managers maybe called by, or at the request of, (a) the Chairman of the Managers, (b) Members holding not less than thirty percent (30%) in Common Units of the Company, or (c) the chief executive officer of the Company. All special meetings of the Managers shall be held at the principal office of the Company or such other place as may be specified in the notice of the meeting.

          10.9 Action Without Meeting. Any action required or permitted to be taken at a Managers’ meeting may be taken without a meeting if the action is taken by all of the Managers. The action shall be evidenced by one or more written consents describing the action taken, signed by each Manager, and included in the minutes or filed with the Company records reflecting the action taken. Action taken under this Section shall be effective when the last Manager signs the consent, unless the consent specifies a different effective date.

          10.10 Notice of Meeting. Unless the Company’s Articles of Organization provide otherwise, regular meetings of the Managers may be held without notice of the date, time, place, or purpose of the meeting. Unless the Articles of Organization provide for a longer or shorter period, special meetings of the Managers shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Unless otherwise provided by the Articles of Organization, the notice shall not be required to describe the purpose of the special meeting.

          10.11 Waiver of Notice. A Manager may waive any notice required by the Company’s Articles of Organization or this Operating Agreement or the Act before or after the date and time stated in the notice. Except as otherwise provided in this Section, the waiver shall be in writing, signed by the Manager entitled to the notice, and filed with the minutes or Company records. A Manager’s attendance at or participation in a meeting shall waive any required notice to him of the meeting unless the Manager 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.

          10.12 Quorum and Voting. Unless the Company’s Articles of Organization require a greater or lesser number, a majority of the number of Managers fixed by, or determined in accordance with, this Operating Agreement shall constitute a quorum of the Managers. If a quorum is present when a vote is taken, the affirmative vote of a majority of Managers present shall be the act of the Managers unless the Articles of Organization require the vote of a greater number of Managers. A Manager who is present at a meeting of the Managers or a committee of the Managers when action is taken shall be deemed to have assented to the action taken unless: be objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; his dissent or abstention from the action taken is entered in the minutes of the meeting; or he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a Manager who votes in favor of the action taken.

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          10.13 Chairman and Vice-Chairman of the Managers. The Managers may appoint one of its members Chairman of the Managers. The Managers may also appoint one of its members as Vice-Chairman of the Managers, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to him by the Managers.

     11. Officers.

          11.1 Officers. The initial officers of the Company shall be as follows:

President	Ronald G. Geary
Vice President and Secretary	Vincent Doran
Vice President	Paul G. Dunn
Vice President	Joanna Block
Treasurer	L. Bryan Shaul
Assistant Treasurer	D. Ross Davison
Assistant Secretary	Mary D. Peters
Assistant Secretary	David S. Waskey

The Company shall have the officers described in this Agreement or appointed by the Managers in accordance with this Agreement.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Member. The same individual may simultaneously hold more than one office in the Company. If such office shall not be created and filled, then the Member shall delegate to one of the officers of the Company such responsibility.

          11.2 Duties of Officers. Each officer of the Company shall have the respective authority and shall perform the duties set forth in this Agreement for such officer’s respective office or, to the extent consistent with this Agreement, the duties prescribed by the Managers or by direction of an officer authorized by the Managers to prescribe the duties of other officers.

          11.3 Election and Term of Office. The officers of the Company shall be elected by the Managers from time to time. Vacancies may be filled or new offices created and filled by the Managers. Each officer shall hold office until his or her successor shall be duly elected or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

          11.4 Resignation and Removal of Officers. An officer may resign at any time by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Company accepts the future effective date, the Managers may fill the pending vacancy before the effective date if the Managers provide that the successor shall not take office until the effective date. The Managers may remove any officer at any time with or without cause.

          11.5 Contract Rights of Officers. Election or appointment of an officer or agent shall not of itself create rights. An officer’s removal shall not affect the officer’s contract rights, if

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any, with the Company. An officer’s resignation shall not affect the Company’s contract rights, if any, with the officer.

          11.6 Chairman. The Chairman, if that office be created and filled, shall be the chief executive officer of the Company and, if such, shall, in general, supervise and control the affairs and business of the Company. The Chairman of the Board shall preside at all meetings of the Managers. He or she may sign certificates for interests of the Company, any deeds, mortgages, bonds, contracts or other instruments which the Member has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Member or by this Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed.

          11.7 President/Chief Operating Officer. The President or Chief Operating Officer, if that office be created and filled, shall be the chief operating officer of the Company. If no Chairman has been appointed or, in the absence of the Chairman, the President shall preside at all meetings of the Managers. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Managers from time to time.

          11.8 Treasurer. The Treasurer, if that office be created and filled, shall have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies and other depositories as shall be selected by the Managers; and, 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 or her by the Chairman or the President. If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Managers shall determine. The Treasurer shall be the Chief Financial Officer of the Company.

          11.9 Secretary. The Secretary, if that office be created and filled, shall (i) keep the minutes of the Managers’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of this Operating Agreement or as required by law; (iii) be custodian of the meeting records and of the seal, if any, of the Company; (iv) be responsible for authenticating records of the Company; (v) keep a register of the mailing address of each Manager; (vi) sign with the Chairman certificates for interests of the Company; (vii) have general charge of the interest transfer books of the Company; and, 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 Chairman, the President or by the Managers.

          11.10 Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President (or, in the event there be more than one Vice President, the Vice-Presidents in order designated at the time of their election, or in the absence of any designation, then in the order of their election), if that office be created and filled, 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 may sign, with the Secretary or an assistant secretary, certificates for interests of the Company; and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Managers.

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          11.11 Assistant Treasurers and Assistant Secretaries.

     (a) The Assistant Treasurer, if that office be created and filled, shall, if required by the Managers, give bond for the faithful discharge of his or her duty in such sum and with such surety as the Managers shall determine.

     (b) The Assistant Secretary, if that office be created and filled, may sign, with the Chairman, certificates for interests of the Company.

     (c) The Assistant Treasurers and Assistant Secretaries, in general, shall perform such other additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman, the President or the Managers.

     12. Indemnification of Officers.

          12.1 General. The Company shall, to the fullest extent permitted by, and in accordance with the provisions of, the Act, as it presently exists or may hereafter be amended, indemnify each officer of the Company against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him or her in connection with, and shall advance expenses (including attorneys’ fees) incurred by him or her in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he or she is, or is threatened to be made, a party by reason of the fact that he or she is or was an officer of the Company, or is or was serving at the request of the Company as a director, officer, partner, employee, member or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Managers may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which members or officers of the Company may be entitled under any statute, provision in the Company’s Articles of Organization, agreement or action of the Managers of the Company, or otherwise, and shall continue as to a person who has ceased to be an officer of the Company, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

          12.2 Insurance. Without in any way limiting the Company’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Company may purchase and maintain insurance on behalf of any person who is or was an officer, employee or agent of the Company, or a director, officer, employee or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in such capacity or arising out of the status as such, whether or not the Company would have the power or be obligated to indemnify him or her against such liability under the provisions of Section 12.1 of this Operating Agreement or the Act.

     13. Dissolution.

          13.1 Dissolution. The Company shall dissolve upon, but not before, the decision of the Managers to dissolve the Company. Dissolution of the Company shall be effective upon the date on which the event giving rise to the dissolution occurs, but the Company shall not terminate

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until the assets of the Company shall have been distributed as provided in Section 13.3. Notwithstanding dissolution of the Company, prior to the liquidation and termination of the Company, the Company shall continue to be governed by this Agreement.

          13.2 Sale of Assets Upon Dissolution. Following the dissolution of the Company, the Company shall be wound up and the Managers shall determine whether the assets of the Company are to be sold or whether some or all of such assets are to be distributed to the Managers in kind in liquidation of the Company.

          13.3 Distributions Upon Dissolution. Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows:

               (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Managers determine to create for unmatured and/or contingent liabilities or obligations of the Company.

               (b) Second, to the Member.

     14. Assignment.

          14.1 Assignment of Member’s Interest. The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s interest in the Company. “Upon the dissolution of the Member, the successor-in-interest to the Member shall automatically become a substitute Member.

     15. General.

          15.1 Amendment. This Agreement may be modified or amended from time to time only upon the written consent of the Member.

          15.2 Captions; Section References. Section titles or captions contained in this Agreement are inserted only as a matter of convenience and reference, and in no way define, limit, extend or describe the scope of this Agreement, or the intent of any provision hereof. All references herein to Sections shall refer to Sections of this Agreement unless the context clearly requires otherwise.

          15.3 Number and Gender. Unless the context otherwise requires, when used herein, the singular shall include the plural, the plural shall include the singular, and all nouns, pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require.

          15.4 Severability. If any provision of this Agreement, or the application thereof to any person, entity or circumstances, shall be invalid or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to other persons, entities or circumstances, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

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          15.5 Binding Agreement. Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the Member and its successors and assigns.

          15.6 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky without regard to its conflict of laws rules.

          15.7 Entire Agreement. This Agreement contains the entire agreement with respect to the subject matter hereof

          15.8 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

     IN WITNESS WHEREOF, the Member has duly executed this Amended and Restated Agreement as of the date and year first above written.

RESCARE INTERNATIONAL, INC.
By:	/s/ Vincent F. Doran
	Vincent F. Doran
Its: Vice President

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EX-3.114

Exhibit 3.114

CERTIFICATE OF INCORPORATION
OF
RES-CARE FLORIDA, INC.

     The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

     The name of the Corporation is RES-CARE FLORIDA, INC. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

     The address of the registered office of the Corporation 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

Purposes and Powers

     The purposes for which the Corporation is organized are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

     The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000); all of such shares shall be without par value.

ARTICLE V

Sole Incorporator

     Mary D. Wiley, whose address is 1300 Embassy Square, Louisville, Kentucky 40299, is the sole incorporator of the Corporation.

ARTICLE VI

Directors

     A. Number of Directors. The affairs of the Corporation shall be managed and conducted by a Board of Directors, and unless otherwise provided in the By-laws, the election of directors need not be by written ballot. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws of the Corporation. A majority of the number of directors shall constitute a quorum for the transaction of business, except that any vacancy on the Board of Directors, whether created by an increase in the number of directors or otherwise, may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director.

     B. Power and Authority of the Board of Directors. The Board of Directors shall have such powers as are conferred on the Board of Directors by the laws of the State of Delaware. In furtherance of such powers, the Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the Corporation, without the consent or vote of the stockholders.

ARTICLE VII

Initial Directors

     The name and mailing address of each person who is to serve as a member of the Board of Directors of the Corporation is as follows, each such person to serve until the first annual meeting of the stockholders and until his successor in office is elected and qualified:

Ronald G. Geary	James R. Fornear
1300 Embassy Square	1300 Embassy Square
Louisville, KY 40299	Louisville, KY 40299
E. Halsey Sandford
1300 Embassy Square
Louisville, KY 40299

ARTICLE VIII

Elimination of Certain Liability of Directors

     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 a breach of a 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 a director derived an improper personal benefit.

ARTICLE IX

Indemnification of Directors and Officers

     A. Right to Indemnification. To the fullest extent authorized by the General Corporation Law of the State of Delaware 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 said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”) because 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, trustee or agent of another corporation, partnership,

joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him in connection with such Proceeding.

     B. Advancement of Expenses. Expenses incurred by such a person in his capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by the Corporation in advance of the trial disposition of such Proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of that person to repay such amounts unless it is ultimately determined that that person Is entitled to be indemnified by the Corporation as authorized by the General Corporation Law of the State of Delaware. Expenses incurred by a person in any capacity other than as an officer or director of the Corporation may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors deems appropriate.

C. Contract Right: Nonexclusivity of Rights

          1. Contract Right. The indemnification provided for by this Article IX shall be a contract right and shall continue as to persons who cease to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to this Certificate of Incorporation or repeal of any Article of this Certificate of Incorporation shall increase the liability of any director or officer of the Corporation for acts or omissions of such persons occurring prior to such amendment or repeal.

     2. Nonexclusivity of Rights. The right to indemnification conferred by the Article

IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and in any other capacity.

     D. Insurance. 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, trustee, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of this Article IX or the General Corporation Law of the State of Delaware.

     E. Right of Claimant to Bring Suit. If a claim under paragraph A of this Article IX is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, 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 be entitled to be paid also the expense of prosecuting such claim. it shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation), that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant 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 or its stockholders) to have made a determination prior to the

commencement of such action that indemnification of the claimant is proper in the circumstances because he or she 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 claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not set the applicable standard of conduct.

ARTICLE X

Consent Actions of Stockholders

     Any action required or permitted to be taken by the stockholders 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 in writing, setting forth the actions 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.

ARTICLE XI

Amendment of Certificate of Incorporation

     A. Reservation of Rights. 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 shareholders herein are granted subject to this reservation.

     B. Amendment Procedure. Any amendment may be adopted by the affirmative vote of the holders of record of shares of stock entitling them to exercise at least a majority of the

total voting power of all shareholders authorized under these Articles to vote, except as may be otherwise prescribed by the General Corporation Law of the State of Delaware.

* * * * *

     I, THE UNDERSIGNED, being the sole incorporator hereinabove 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 under penalties of perjury that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 28th day of December, 1994.

/s/ Mary D. Wiley  

Mary D. Wiley, Incorporator 

EX-3.115

Exhibit 3.115

BYLAWS

OF

RES-CARE FLORIDA, INC.

1. Meetings of Shareholders

     1.1 The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the-end- of the Corporation’s-fiscal-year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     1.2 The annual meeting of the shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, then at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s principal office.

     1.3 Special meetings of the shareholders shall be held at a place designated by the Board of Directors if the special meeting is called by the Board of Directors. If the special meeting is not called by the Board of Directors, the meeting shall be held at the Corporation’s principal office.

2. Board of Directors

     2.1 The exact number of directors may be fixed, increased or decreased from time to time by a resolution adopted by the vote of the shareholders who (a) are present in person or by proxy at a meeting held to elect directors, and (b) have a majority of the voting power of the shares represented at such meeting and entitled to vote in the election.

     2.2 Meetings of the Board of Directors may be called by the President or by any director.

     2.3 Unless waived as permitted by the Florida General Corporation Act, notice of the time, place and purpose of each meeting of the directors shall be either (a) telephoned or personally delivered to each director at least forty-eight hours before the time of the meeting, or (b) mailed to each director at his last known address at least ninety-six hours before the time of the meeting.

3. Officers

     3.1 The Corporation may have one or more Vice Presidents, and shall have a President, a Secretary and a Treasurer, all of whom shall be appointed by the Board of Directors. The Corporation may also have such assistant officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

     3.2 The President shall:

          (a) have general charge and authority over the business of the Corporation, subject to the direction of the Board of Directors;

          (b) have authority to preside at all meetings of the shareholders and of the Board of Directors;

          (c) have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation; and

          (d) have such other powers and duties as the Board of Directors may assign to him.

     3.3 The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President may assign to them.

     3.4 The Secretary shall:

          (a) issue notices of all meetings for which notice is required to be given;

          (b) have responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the Corporation;

          (c) have charge of the corporate record books; and

          (d) have such other duties and powers as the Board of Directors or the President may assign to her.

     3.5 The Treasurer shall:

          (a) have the custody of all funds and securities of the Corporation;

          (b) keep adequate and correct accounts of the Corporation’s affairs and transactions; and

          (c) have such other duties and powers as the Board of Directors or the President may assign to her.

     3.6 Other officers and agents of the Corporation shall have such authority, and perform such duties in the management of the Corporation, as the Board of Directors or the President may assign to them.

4. Certificates and Transfer

     4.1 Shares of the Corporation shall be represented by certificates in such form as shall from time to time be prescribed by the President.

     4.2 Unless otherwise directed by the Board of Directors, the President and the Secretary shall sign all certificates representing shares of the Corporation’s stock.

     4.3 Transfer of shares shall be made only on the stock transfer books of the Corporation.

EX-3.138

Exhibit 3.138

ARTICLES OF INCORPORATION

OF ROCKCREEK, INC.

     ONE: The name of this corporation is ROCKCREEK, INC.

     TWO: 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.

     THREE: The name and address in this state of the corporation’s initial agent for service of process is CAROLYN THEIOS, 3356 N. Broadmoor, San Bernardino, CA 92404

     FOUR: The total number of shares which the corporation is authorized to issue is One Thousand (1,000).

     DATED: April 2, 1990

/s/CAROLYN THEIOS, Incorporator

I declare that I am the person who executed the above Articles of incorporation, and such instrument is my act and deed.

/s/CAROLYN THEIOS, Incorporator

EX-3.139

Exhibit 3.139

BYLAWS

OF

ROCKCREEK, INC.

ARTICLE I

OFFICES

     Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the board shall fix and designate a principal business office in California.

     Section 2. OTHER OFFICES. Branch or subordinate offices may be established at any time and at any place by the board of directors.

ARTICLE II

MEETINGS OF SHAREHOLDERS

     Section 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 a designation by the board, shareholders’ meetings shall be held at the corporation’s principal executive office.

     Section 2. ANNUAL MEETING. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 3. SPECIAL MEETING. A special meeting of the shareholders may be called at any time by the board of directors, by the chairman of the board, by the president or vice president, or by one or more shareholders holding shares that in the aggregate are entitled to cast ten percent or more of the votes at that meeting.

     If a special meeting is called by anyone other than the board of directors, the person or persons calling the meeting shall make a request in writing, delivered personally or sent by registered mail or by telegraphic or other facsimile transmission, to the president, vice president, or secretary, specifying the time and date of the meeting (which is not less than 35 nor more than 60 days after receipt of the request) and the general nature of the business proposed to be

transacted. Within 20 days after receipt, the officer receiving the request shall cause notice to be given to the shareholders entitled to vote, in accordance with Sections 4 & 5 of this Article II, stating that a meeting will be held at the time requested by the person(s) calling the meeting, and stating the general nature of the business proposed to be transacted. If notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the board may be held.

     Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II, not fewer than 10 nor more than 60 days before the date of this meeting. Shareholders entitled to notice shall be determined in accordance with Section 11 of this Article II. The notice shall specify the place, date and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. If directors are to be elected, the notice shall include the names of all nominees whom the board intends, at the time of the notice, to present for election.

     The notice shall also state the general nature of any proposed action to be taken at the meeting to approve any of the following matter:

     (i) A transaction in which a director has a financial interest, within the meaning of section 310 of the California Corporations Code;

     (ii) An amendment of the articles of incorporation raider section 902 of that Code;

     (iii) A reorganization under section 1201 of that code;

     (iv) A voluntary dissolution under section 1900 of that Code; or

     (v) A distribution in dissolution that requires approval of the outstanding shares under section 2007 of that Code.

     Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any

     shareholders’ meeting shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address appearing on the corporation’s books or given by the shareholder to the corporation for purposes of notice. If no address appears on the corporation’s books or has been given as specified above, notice shall be either (1) sent by first-class mail addressed to the shareholder at the corporation’s principal executive office, or (2) published at least once in a newspaper of general circulation in the county where the corporation’s principal executive office is located. Notice is deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

     If any notice or report mailed to a shareholder at the address appearing on the corporations books is returned marked to indicate the United States Postal service is unable to

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deliver the document to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the corporation holds the document available for the shareholder on written demand at the corporation’s principal executive office for a period of one year from the date the notice or report was given to all other shareholders.

     An affidavit of the mailing, or other authorized means of giving notice or delivering a document, of any notice of shareholders’ meeting, report, or other document sent to shareholders, may be executed by the corporation’s secretary, assistant secretary, or transfer agent, and shall

     be filed and maintained in the minute book of the corporation.

     Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of the shareholders shall constitute a quorum for the transaction of business. 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.

     Section 7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, annual or special, 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 that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in section 6 of this Article II.

     When any meeting of shareholders, either annual or special is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place 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 45 days from the date set for the original meeting, in which case the board of directors shall set a new record date. 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 Sections 4 & 5 of this Article II. At any adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

     Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with Section 11 of this Article II, subject to the provisions of sections 702 through 704 of the corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than the election of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remains shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares that the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorums is present (or if a quorum has been present earlier at the meeting by same shareholders withdrawn), the affirmative vote of a majority of the shares

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represented and voting, provided such shares voting affirmatively also constitute a majority of the number of shares required for a quorum, shall be the act of the shareholders unless the vote of a greater number of voting by classes is required by law or by the articles of incorporation.

     At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder normally would be entitled to cast), unless the candidates’

     names have been placed in nomination before commencement of the voting and a shareholder has given notice at the meeting, before the voting has begun, of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then all shareholders entitled to vote may cumulate their votes for candidates in nomination, and may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are normally entitled, or distribute the shareholder’s votes in the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

     Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though they were had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if each person entitled to vote who was not present in person or proxy, either before or after the meeting, signs a written waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of the shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified section 601(f) of the California Corporations code, the waiver of notice or consent is required to state the general nature of the action or proposed action. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

     A shareholder’s attendance at a meeting also constitutes a waiver of notice of that meeting, unless the shareholder at the beginning of the meeting objects to the transaction of any business on the ground that the meeting was not lawfully called or convened. In addition, attendance at a meeting does not constitute a waiver of any right to object to consideration of matters required by law to be included in the notice of the meeting which were not so included, if that objection is expressly made at the meeting.

     Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT MEETING. Any action that could be taken at an 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, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on the action were present and voted.

     Directors may be elected by written consent of the shareholders without a meeting only if the written consents of all outstanding shares entitled to vote are obtained, except that vacancies

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on the board (other than vacancies created by removal) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.

     All consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder or other authorized person who has given a written consent may revoke it 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.

     Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice shall be given of any corporate action approved by shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing. As to approvals required by California Corporations code 310 (transactions in which a director has a financial interest), section 317 (indemnification of corporate agents), section 1201 (corporate reorganization), or section 2007 (certain distributions on dissolution), notice of the approval shall be given at least ten days before the consummation of any action authorized by the approval. Notice shall be given in the manner specified in section 5 of this Article II.

     Section 11. RECORD DATE FOR SHAREHOLDER NOTICE OF MEETING, VOTING AND GIVING CONSENT. (a) For purposes of determining the shareholders entitled to receive notice of and vote at a shareholders’ meeting or give written consent to corporate action without a meeting, the board may fix in advance a record date that is not more than 60 nor less than 10 days before the date of a shareholders’ meeting, or not more than 60 days before any other action.

     (b) If no record date is fixed:

     (i) The record date for determining shareholders entitled to receive notice of and vote at a shareholders’ meeting shall be the business day next preceding the day on which notice is given, or if notice is waived as provided in Section 9 of this Article II, the business day next preceding the day on which the meeting is held.

     (ii) The record date for determining shareholders entitled give consent to corporate action in writing without a meeting if no prior action has been taken by the board, shall be the day on which the first written consent is given.

     (iii) The record date for determining shareholders for any other purpose shall be as set forth in Section 1 of article VIII of these bylaws.

     (c) A determination of shareholders of record entitled to receive notice of and vote at a shareholders’ meeting shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting. However, the board shall fix a new record date if the adjournment is to a date more than 45 days after the date set for the original meeting.

     (d) Only shareholders of record on the corporations’ books at the close of business on the record date shall be entitled to any of the notice and voting rights listed in subsection (a) of this section, notwithstanding any transfer of shares on the corporation’s books after the record date, except as otherwise required by law.

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     Section 12. PROXIES. Every person entitled to vote for directors or on any other matter 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 signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by attendance at the meeting and voting in person by the person executing the proxy or by a subsequent proxy executed by the same person and presented at the meeting; or (ii) written notice of the death or incapacity of the maker of that proxy is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, 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 Corporations Code of California.

     Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one or three. If inspectors are appointed at a meeting on the request on one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one or three inspectors are to be appointed. If any person appointed as inspector fails to appear or fail or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

     These inspectors shall: (a) 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; (b) receive votes, ballots, or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

     Section 1. POWERS. Subject to the provisions of the California General Corporation Law 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, 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.

     Without prejudice to these general powers, and subject to the same limitations, the board of directors shall have the power to:

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     (a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are nonexistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from then security for faithful service.

     (b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the state of California for the holding of any shareholders’ meeting or meetings, including annual meetings.

     (c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

     (d) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.

     (e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidences of debt and securities.

     Section 2. NUMBER OF DIRECTORS. The authorized number of directors shall be 2, until changed by a duly adopted amendment to this bylaw adopted by the vote or written consent of a majority of the outstanding shares entitled to vote. However, an amendment that would reduce the authorized number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a shareholders’ meeting or the shares not consenting to an action by written consent are equal to more than one sixth (16-2/3%) of the outstanding shares entitled to vote.

     Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the 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.

     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 4. VACANCIES. A vacancy in the board of directors shall be deemed to exist (a) if a director dies, resigns, or is removed by the shareholders or an appropriate court, as provided in sections 303 or 304 of the California Corporations, Code; (b) if the board of directors declares vacant the office of a director who has been convicted of a felony or declared of unsound mind by an order of court; (c) if the authorized number of directors is increased; or (d) if at any shareholders, meetings at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting.

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     Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later effective date. If the resignation is effective at a future time, the board may elect a successor to take office when the resignation becomes effective.

     Except for a vacancy caused by the removal of a director, vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) 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 California Corporations Code or (3) a sole remains director. A vacancy on the board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the board declares the office of a director vacant as provided in clause (b) of the first paragraph of this section of the bylaws may be filled by the board of directors.

     The shareholders may elect a director at any time to fill a vacancy not filled by the board of directors.

     The terms of office of a director elected to fill a vacancy shall run until the next annual meeting of the shareholders, and such a director shall hold office until a successor is elected and qualified.

     Section 5. PLACES OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the board of directors may be held at any place within or outside the State of California as designated from time to time by the board. In the absence of a designation, regular meetings shall be held at the principal executive office of the corporation. Special meeting of the board shall be held at any place within or outside the State of California designated in the notice of the meeting, or if the notice does not state a place, or if there is not notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, provided that all directors participating can bear one another.

     Section 6. ANNUAL DIRECTORS’ METING. Immediately after each annual shareholder’s meeting, the board of directors shall hold a regular meeting at the same place, or at any other place that has been designated by the board of directors, to consider matters of organization, election of officers, and other business as desired. Notice of this meeting shall not be required unless sane place other than the place of the annual shareholders’ meeting has been designated.

     Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of directors shall be held without call at times to be fixed by the board of directors from time to time. such regular muting may be held without notice.

     Section 8. SPECIAL MEETINGS. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chairman of the board, the president, any vice president, the secretary, or any two directors.

     Special meetings shall be held on four days, notice by mail or forty-eight hours notice delivered personally or by telephone or telegraph. Oral notice given personally or by telephone

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may be transmitted either to the director or to a person at the director’s office who can reasonably be expected to communicate it promptly to the director. Written notice, if used, shall be addressed to each director at the address shown on the corporation’s records. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the corporation.

     Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of corporations code of California section 310 (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), section 311 (as to appointment of committees), and section 317 (e) (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

     Section 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise required, need not be given to any director who (a) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice, (b) signs a approval of the minutes of the meeting, or (c) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All waivers, consents, and approvals of the minutes shall be filled with the corporate records or made a part of the minutes of the meeting.

     Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place.

     Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than 24 hours, in which case notice shall be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.

     Section 13. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board of directors shall individually or collectively consent in writing to that action. Any action by written consent shall have the same force and effect as a unanimous vote of the board of directors. All written consents shall be filed with the minutes of the proceedings of the board of directors.

     Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees of the board may be compensated for their services, and shall be reimbursed for expenses, as fixed or determined by resolution of the board of directors. This section 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.

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ARTICLE IV

COMMITTEES

     Section 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate an executive committee or one or more other committees, each consisting of two or more directors. The board may designate one or more directors as alternate members of any committee, to replace any absent member at a committee meeting. The appointment of committee members or alternate members requires the vote of a majority of the authorized number of directors. A committee may be granted any or all of the powers and authority of the board, to the extent provided in the resolution of the board of directors establishing the committee, except with respect to:

     (a) Approving any action for which the California Corporations code also requires the approval of the shareholders or of the outstanding shares;

     (b) Filling vacancies on the board of directors or any committee of the board;

     (c) Fixing directors, compensation for serving on the board or a committee of the board;

     (d) Adopting, amending, or repealing bylaws;

     (e) Amending or repealing any resolution of the board of directors which by its express terms is not so amendable or repealable;

     (f) Making distributions to shareholders, except at a rate or in a periodic amount or within a price range determined by the board of directors;

     (g) Appointing other committees of the board or their members.

     Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the board of directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that (a) the time of regular meetings or committees may be determined either by resolution of the board of directors or by resolution of the committee; (b) special meeting of committees may also be called by resolution of the board of directors; and (c) notice of special meeting of committees shall also be given to all alternative members who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

     Section 1. OFFICERS. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant

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secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of section 3 of this Article V. Any number of officers may be held by the same person.

     Section 2. ELECTION OF OFFICERS. The officers of the corporation, except for subordinate officers appointed in accordance with the provisions of Section 3 of this Article V, shall be chosen by the board of directors, and shall serve at the pleasure of the board of directors.

     Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and may empower the president to appoint other officers as required by the business of the corporation, whose duties shall be as provided in the bylaws, or as determined from time to time by the board of directors or the president.

     Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by the board of directors. Subordinate officers appointed by persons other than the board under Section 3 of this Article V may be removed at any time, with or without cause or notice, by the board of directors or by the officer by whom appointed. Officers may be employed for a specified term under a contract of employment if authorized by the board of directors; such officers may be removed from office at any time under this section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled lender the contract of employment.

     Any officer may resign at any time by giving written notice to the corporation. Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

     Section 5. VACANCIES IN OFFICES. A vacancy in any office resulting from an officer’s death, resignation, removal, disqualification, or from any other cause shall be filled in the manner prescribed in these bylaws for regular election or appointment to that office.

     Section 6. CHAIRMAN OF THE BOARD. The board of directors may elect a chairman, who shall preside, if present, at board meetings and shall exercise and perform such other powers and duties as may be assigned from time to time by the board of directors. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation, and shall have the powers and duties as set forth in Section 7 of this Article V.

     Section 7. PRESIDENT. Except to the extent that the bylaws or the board of directors assign specific powers and duties to the chairman of the board (if any), the president shall be the corporation’s general manager and chief executive officer and, subject to the control of the board of directors, shall have general supervision, direction, and control over the corporation’s business and its officers. The managerial powers and duties of the president shall include, but are not limited to, all the general powers and duties of management usually vested in

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the office of president of a corporation, and the president shall have other powers and duties as prescribed by the board of directors or the bylaws. The president shall preside at all meeting of the shareholders and, in the absence of the chairman of the board or if there is no chain of the board, shall also preside at meeting of the board of directors.

     Section 8. VICE PRESIDENTS. If desired, one or more vice presidents may be chosen by the board of directors in accordance with the provisions for electing officers set forth in section 2 of this Article V. In the absence or disability of the president, the president’s duties and responsibilities shall be carried out by the highest ranking available vice president if vice presidents are ranked, or if not, by a vice president designated by the board of directors. When so acting, a vice president shall have all the powers of and be subject to all the restrictions of the president. Vice presidents of the corporation shall have such other powers and perform such other duties as prescribed from time to time by the board of directors, the bylaws, or the president (or chairman of the board if there is no president).

     Section 9. SECRETARY.

     (a) Minutes. The secretary shall be present at all shareholders’ meetings and all board meetings and shall take the minutes of the meeting. If the secretary is unable to be present, the secretary or the presiding officer of the meeting shall designate another person to take the minutes of the meeting.

     The secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the shareholders, of the board of directors, and of committees of the board. The minutes of each meeting shall state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at board or committee meetings; the number of shares present or represented at shareholders’ meetings; and an accurate account of the proceedings.

     (b) Record of Shareholders. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. This record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

     (c) Notice of Meetings. The secretary shall give notice, or cause notice to be given, of all shareholders’ meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation.

     (d) Other Duties. The secretary shall keep the seal of the corporation, if any, in safe custody. The secretary shall have such other powers and perform other duties as prescribed by the board of directors or the bylaws.

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     Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep or cause to be kept 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 at all reasonable times be open to inspection by any director.

     The chief financial officer shall (1) deposit corporate funds other valuables in the corporation’s name and to its credit with depositaries designated by the board of directors; (2) make disbursements of corporate funds as authorized by the board; (3) render a statement of the corporation’s financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the board of directors; (4) have other powers and perform other duties as prescribed by the board of directors or the bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AID OTHER AGENTS

     The corporation shall, to the maximum extent permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by the law. For purposes of this Article, and agent’s of the corporation includes any person who is or was a director, officer, employee, or other 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, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.

ARTICLE VII

RECORDS AND REPORTS

     Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY

     SHAREHOLDERS. The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the board of directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder.

     A shareholder or shareholders holding at lease five percent in the aggregate of the outstanding voting shares of the corporation have the right to do either or both of the following:

     (a) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours, on five days’ prior written demand on the corporation, or (b) obtain from the corporation’s transfer agent, on written demand and tender of the transfer agent’s usual charges for this service, a list of the names and addresses of

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shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which a list has been coiled or as of a specified date later than the date of demand. This list shall be made available within five days after (i) the date of demand, or (ii) the specified later date as of which the list is to be compiled. The record of shareholders shall also be open to inspection of the written demand of any shareholder or holder of a voting trust certificate. Any inspection and copying under this section 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 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 this 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 has not principal business office in this state, the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

     Section 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS. The minutes of proceedings of the shareholders, board of directors, and committees of the board, and the accounting books and records shall be kept at the principal executive office of the corporation, or at such other place or places as designated by the board of directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection on the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonable related to the holder’s interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary of the corporation.

     Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This 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 of documents.

     Section 5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as, there are fewer than 100 shareholders, the requirement of an annual report to shareholders referred to in section 1501 of the California Corporations Code is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders, as the board considers appropriate.

     Section 6. FINANCIAL STATEMENTS. The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the corporation on file in the corporation’s principal executive office

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for 12 months; these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

     If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than 120 days after the close of the fiscal year the corporation shall deliver or mail to the shareholder, within 30 days after receipt of the request, a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year.

     A shareholder or shareholders holding five percent or more of the outstanding shares of any class of stock of the corporation may request in writing an income statement for the most recent three-month, six-month, or nine-month period (ending more than 30 days before the date of the request) of the current fiscal year, and a balance sheet of the corporation as of the end of that period. If such documents are not already prepared, the chief financial officer shall cause them to be prepared and shall deliver the documents personally or mail them to the requesting shareholders within 30 days after receipt of the request. A balance sheet, income statement, and statement of changes in financial position for the last fiscal year shall also be included, unless the corporation has sent the shareholders an annual report for the last fiscal year.

     Quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of independent accountants engaged by the corporation or the certificate of an authorized corporate officer stating that the financial statements were prepared without audit from the corporation’s books and records.

     Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. (a) Every year, during the calendar month in which the original articles of incorporation were filed with the California Secretary of state, or during the preceding five calendar months, the corporation shall file a statement with the Secretary of State on the prescribed form, setting forth the authorized number of directors; the names and complete business or residence addresses of all incumbent directors; the names and complete business or residence addresses of the chief executive officer, the secretary, and the chief financial officer; the street address of the corporation’s principal executive office or principal business office in this state; a statement of the general type of business constituting the principal business activity of the corporation; and a designation of the agent of the corporation for the purpose of service of process, all in compliance with section 1502 of the Corporations Code of California.

     (b) Notwithstanding the provisions of paragraph (a) of this section, if there has been no change in the information contained in the corporation’s last annual statement on file in the Secretary of State’s office, the corporation may, in lieu of filing the annual statement described in paragraph (a) of this section, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period.

ARTICLE VIII

GENERAL CORPORATE MATTERS

     Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. for purposes of determining the shareholders entitled to receive payment of dividends

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or other distributions or allotment of rights, or entitled to exercise any rights in respect of any other lawful action (other than voting at and receiving notice of shareholders’ meetings and giving written consent of the shareholders without a meeting), the board of directors may fix in advance a record date which shall be more than 60 nor less than 10 days before the date of the dividend payment, distribution, allotment, or other action. if a record date is so fixed, only shareholders of record at the close of business on that date shall be entitled to receive the dividend, distribution, or allotment of rights, or to exercise the other rights, as the case may be, notwithstanding any transfer of shares on the corporations books after the record date,___except as otherwise provided by statute.

     If the board of directors does not so fix a record date in advance, the record date shall be at the close of business on the later of (1) the day on which the board of directors adopts the applicable resolution or (2) the 60th day before the date of the dividend payment, distribution, allotment of rights, or other action.

     Section 2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other orders for payment of money, noted, 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 authorized from time to time by resolution of the board of directors.

     Section 3. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Expect as otherwise provided in the articles or in these bylaws, the board of directors by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way, to pledge the corporations credit, or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the corporation.

     Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of the shares are fully paid.

     All certificates shall certify the number of shares and the class or series of shares represented by the certificate. All certificates shall be signed in the name of the corporation by (1) either the chairman of the board of directors, the vice chairman of the board of directors, the president, or any vice president, and (2) either the chief financial officer, any assistant treasurer, the secretary, or any assistant secretary.

     None of the signatures on the certificate may be facsimile. If any officer, transfer, agent, or registrar who has signed a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

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     Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time. If share certificates or certificates for any other security have been lost, stolen, or destroyed, the board of directors may authorize the issuance of replacement certificates on terms and conditions as required by the board, which may include a requirement that the owner give the corporation a bond (or any adequate security) sufficient to indemnify 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 old certificate or the issuance of the replacement certificate.

     Section 6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other corporations standing in the name of this corporation shall be voted by one of the following persons, listed in order of preference:

     (1) chairman on the board, or person designated by the chairman of the board;

     (2) president, or person designated by the president;

     (3) first vice president, or person designated by the first vice president;

     (4) other person designated by the board of directors.

     The authority to vote shares granted by this section includes the authority to execute a proxy in the name of the corporation for purposes of voting the shares.

     Section 7. REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE. If all or part of the compensation, including expenses paid by the corporation to a director, officer, employee, or agent is finally determined not to be allowable to the corporation as a federal or state income tax deduction, the director, officer, employee, or agent to whom the payment was made shall repay to the corporation the amount disallowed. The board of directors shall enforce repayment of each such amount disallowed by the taxing authorities.

     Section 8. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in sections 100 through 195 of the California Corporations Code 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 a corporation and a natural person.

ARTICLE IX

AMENDMENTS

     Section 1. AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS. Except as otherwise required by law or by the articles of incorporation, these bylaws may be. amended or repealed, and new bylaws may be adopted, by the board of directors or by the holders of a majority of the outstanding shares entitled to vote.

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ARTICLE X

RESTRICTION ON SALE AND TRANSFER OF SHARES

     Every shareholder, before selling or transferring any shares of the corporation, must first offer the shares to the corporation and then to the shareholders in the following manner:

     (a) The offering shareholder shall mail or personally deliver a written offer to the secretary of the corporation, stating the number and class of shares and the price, terms, and conditions of the proposed sale or transfer. The corporation shall then have the right to purchase any or all of those shares at the price and on the tens and conditions stated in the offer, by giving written notice to the offering shareholder of its election to purchase a specified number of shares. This notice shall be given by mail or personal delivery within ten days after the date of the shareholder’s written offer, as that date is defined in paragraph (h) of this bylaw.

     (b) If the corporation fails to give notice of its election to purchase within the prescribed period, or if it elects to purchase fewer than all of the shares being offered, the secretary of the corporation, as soon as possible and in no event more than 15 days after the date of the written offer, shall mail or personally deliver a copy of the offer together with a statement of the number of shares not being purchased by the corporation, to each shareholder. Each shareholder shall then have the right to purchase part or all of the available number of shares at the price and on the tens and conditions stated in the offering shareholder’s written offer, by giving the secretary of the corporation a written notice of intent to purchase. This notice of intent to purchase shall state the number of shares that the shareholder wishes to purchase, and shall be given by mail or personal delivery to the secretary of the corporation within 30 days after the offering shareholder’s written offer was given to the corporation, as defined in paragraph (h) of this bylaw.

     (c) If the total number of shares specified by the several shareholders in their respective notices of intent to purchase exceeds the number of available shares specified in the secretary’s statement, each purchasing shareholder shall be entitled to purchase that fraction of the number of shares specified in the shareholder’s notice of intent to purchase that is equal to the number of the shareholder’s shares with purchase rights snider this bylaw, divided by the total number of shares with purchase rights held by all shareholders who gave notice of intent to purchase.

     (d) If fewer than all the shares offered for sale by the offering shareholder are subscribed to under paragraphs (a), (b), and (c) of this bylaw, each shareholder who desires additional shares shall be entitled to purchase that fraction of the shares not subscribed to that is equal to the number of the shareholder’s shares with purchase rights under this bylaw, divided by the total number of shares with purchase rights held by all shareholders who desire to purchase the mining shares.

     (e) Unless otherwise specifically stated in the shareholder’s notice of intent to purchase shares given under paragraph (b) of this bylaw, that notice shall also be considered an offer to purchase the number of shares to which the shareholder is entitled under paragraph (c) or paragraph (d).

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     (f) If fewer than all the shares specified by the selling shareholder in the offer are subscribed to under paragraphs (a),(b),(c), or (d) of this bylaw within the time periods specified for exercising the respective rights to purchase shares granted by this bylaw, the offering shareholder shall not be required to sell the specified shares to the corporation or to any of the shareholders pursuant to their respective notices of intent to purchase, but may dispose of all of the specified shares to any person or persons within 45 days after the date of the written offer to sell, provided that such shareholder shall not sell or transfer these shares at a lower price or on terms less favorable to the seller than those specified in the offer to the secretary.

     (g) Unless otherwise prohibited by law or by these bylaws, the corporation may purchase its own shares from any offering shareholder; provided, however, that the corporation shall not purchase all of its Outstanding voting shares. Any sale or transfer, or purported sale or transfer, of the corporation’s shares by any shareholder shall be null and void unless the temps, conditions, and provisions of this bylaw are strictly followed.

     (h) Each offer, notice, or statement provided for in this Article X shall be considered given when it is personally delivered to the person to whom it is to be given, or whir At is deposited in the United States mail, by first-class mail properly addressed to such person and with all postage or other charges fully prepaid.

     (i) Notwithstanding any provisions in these bylaws to the contrary, any shareholder may transfer or will shares subject to this Article X to members of his immediate family or to a trust for the benefit of any such transferee. Such transferees shall hold the shares subject to all the provisions of these bylaws.

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EX-3.142

Exhibit 3.142

ARTICLES OF INCORPORATION OF

RSCR INLAND INC.

I. NAME

The name of the corporation is RSCR INLAND INC.
This corporation is a close corporation.

II. PURPOSE

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 Corporation Code.

III. DIRECTORS

The number of Directors of the corporation is three (3).

The names and address of the persons appointed as initial directors are:

Name Address

1.	Stephen R. Wallace             6643 Wintertree Dr. Riverside, CA 92506
2.	Barbara L. Wallace             6643 Wintertree Dr. Riverside, CA 92506
3.	Raphaela A. Wallace          6643 Wintertree      Riverside, CA 32506

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

IV. AGENT FOR SERVICE OF PROCESS

The name and address is the state of California of the corporation’s initial agent for service of process is:

Stephen R. Wallace
6643 Wintertree Dr.
Riverside, Ca 92506

B-13

V. INDEMNIFICATION

The corporation is authorized, to the fullest extent permissible under California law, to indemnify its agents (as defined in Section 317 of the California Corporation Code), whether by bylaw, agreement or otherwise, for breach of duty to this corporation and its shareholders in excess of that expressly permitted in Section 317 and to advance defense expenses to its agents in connection with such matters as they are incurred, subject to the limits on such excess indemnification set forth in section 204 of the California Corporations Code.

VI. The 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 100,000.

Dated: May 26, 1991.

Stephen R. Wallace /s/ Stephen R. Wallace
Typed name and Signature of Director

Barbara L. Wallace /s/ Barbara L. Wallace
Typed Name and Signature of Director

Raphaela A. Wallace /s/ Raphaela A. Wallace
Typed Name and Signature of Director

The undersigned being all of the persons named above as the initial directors, declare that they are the persons who executed the foregoing Articles of Incorporation, which execution is their act and deed.

Stephen R. Wallace /s/ Stephen R. Wallace
Typed name and Signature of Director

Barbara L. Wallace /s/ Barbara L. Wallace
Typed Name and Signature of Director

Raphaela A. Wallace /s/ Raphaela A. Wallace
Typed Name and Signature of Director

B-14

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BUMPERSHOOT ENTERPRISES INC.

The undersigned certify that:

1. They are the vice president and assistant secretary of the corporation.

2. The name of the corporation is Bumpershoot Enterprises Inc.

3. Article 1 of the Articles of Incorporation of this corporation is amended to read as follows:

The name of the corporation is RSCR INLAND, Inc.

4. The foregoing amendment has been duly approved by the board of directors.

5. The amendment was approved by the unanimous written consent of the sole shareholder in accordance with California Corporations Code Section 902.

     We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: January 11, 2001	/s/ Jeffrey M. Cross
	Jeffrey M. Cross, Vice President
	/s/ Mary D. Wiley
	Mary D. Wiley, Assistant Secretary

EX-3.143

Exhibit 3.143

BYLAWS

of

RSCR INLAND, INC.
A California Corporation

TABLE OF CONTENTS

	Page
ARTICLE I — OFFICES
Section 1 Principal Executive Office		1
Section 2 Other Offices		1
ARTICLE II — MEETINGS OF SHAREHOLDERS
Section 1 Place of Meetings		1
Section 2 Annual Meetings		1
Section 3 Special Meetings		2
Section 4 Notice of Shareholders’ Meetings		2
Section 5 Quorum		2
Section 6 Voting		2
Section 7 Consent of Absentees		2
Section 8 Action Without Meeting		3
Section 9 Proxies		3
ARTICLE III — DIRECTORS
Section 1 Powers		3
Section 2 Number and Qualification of Directors		3
Section 3 Election and Term of Office		3
Section 4 Vacancies		4
Section 5 Place of Meeting		4
Section 6 Organization Meeting		4
Section 7 Special Meetings		4
Section 8 Quorum		5
Section 9 Waiver of Notice		5
Section 10 Action Without Meeting		5
Section 11 Fees and Compensation		5
ARTICLE IV — OFFICERS
Section 1 Officers		5
Section 2 Election		5
Section 3 Removal		6
Section 4 Vacancies		6
Section 5 President		6
Section 6 Secretary		6
Section 7 Chief Financial Officer		6
Section 8 Subordinate Officers		7

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ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS	7
ARTICLE VI — RECORDS AND REPORTS
Section 1 Maintenance and Inspection of Share Register	7
Section 2 Maintenance and Inspection of Bylaws	7
Section 3 Maintenance and Inspection of Other Corporate Records	7
Section 4 Inspection by Directors	8
Section 5 Annual Report to Shareholders	8
ARTICLE VII — GENERAL CORPORATE MAILERS
Section 1 Checks, Drafts, Evidences of Indebtedness	8
Section 2 Corporate Contracts and Instruments; How Executed	8
Section 3 Certificates for Shares	8
Section 4 Construction and Definitions	9
ARTICLE VIII — AMENDMENTS
Section 1 Power of Shareholders	9
Section 2 Power of Directors	9
CERTIFICATE OF SECRETARY	10

ii

BYLAWS

Bylaws for the regulation, except as
otherwise provided by statute,
or its Articles of Incorporation, of

RSCR INLAND INC.,
A California Corporation

ARTICLE I

OFFICES

          Section 1. PRINCIPAL EXECUTIVE OFFICE.

          The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of California.

          Section 2. OTHER OFFICES.

          Branch or subordinate offices may at any time be established at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

          Section 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.

          Section 2. ANNUAL MEETINGS.

          The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors. and the transaction of such other business, as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect d directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

          Section 3. SPECIAL MEETINGS.

          Special meetings of the shareholders may be called at any time by the Board of Directors, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

          Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS.

          Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic communication, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation_

          Such notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, and shall specify the place, date and hour of the meeting and the general nature of the business to be transacted.

          Section 5. QUORUM

          The presence in person or by proxy of the persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business.

          Section 6. VOTING.

          Except as otherwise provided in the California General Corporation Law, shareholders on the record date fixed by the Board of Directors are entitled to notice and to vote, notwithstanding the transfer of any shares on the books of the Corporation after that date. The shareholders’ vote may be by voice or by ballot; provided, however, that any election for Directors must be by ballot if demanded by any shareholder before the voting has begun. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of Directors) shall be the act of the shareholders.

          At a shareholders’ meeting at which Directors are to be elected, no shareholder shall be entitled to cumulate votes unless the notice requirements of Section 708 of the California Corporations Code have been met. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.

          Section 7. CONSENT OF ABSENTEES.

          The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be 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 shareholders entitled to vote, who was not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof

          Section 8. ACTION WITHOUT MEETING.

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          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, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of Directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that a Director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the Directors, by the 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.

          Section 9. PROXIES.

          Every shareholder entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder and filed with the Secretary of the Corporation_

ARTICLE III

DIRECTORS

          Section 1. POWERS.

          Subject to limitations of the Articles of Incorporation, of the Bylaws, and of the California General Corporation Law as to actions to be authorized or approved by the shareholders, and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority coo and the business and affairs of the Corporation shall be controlled by, the Board of Directors.

          Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.

          The authorized number of Directors shall be three (3) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

          Section 3. ELECTION AND TERM OF OFFICE

          Directors shall be elected at each annual meeting of the 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.

          Section 4. VACANCIES.

          Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected

3

shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

          The shareholders may elect a Director or. Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

          Section 5. PLACE OF MEETING.

          Regular meetings of the Board of Directors shall 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 or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal executive office. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.

          Section 6. ORGANIZATION MEETING.

          Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transition of other business. Call and notice of such meetings are hereby dispensed with.

          Section 7. SPECIAL MEETINGS.

          Special meetings of the Board of Directors for any purpose or purposes shall be called at anytime by the President, or, if he is absent or unable or refuses to act, by any Vice President or by any two (2) Directors, if there are two (2) or more Directors on the Board.

          Notice of the time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first-class mail or telegram, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director.

          Section 8. QUORUM.

          A majority of the authorized number of Directors shall constitute a quorum for the transaction of business.

          Section 9. WAIVER OF NOTICE.

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          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, consent to holding such meeting or an approval of the minutes thereof All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

          Section 10. ACTION WITHOUT MEETING.

          Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

          Section 11. FEES AND COMPENSATION.

          Directors may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.

ARTICLE IV

OFFICERS

          Section 1. OFFICERS.

          The officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries or Assistant Treasurers. Any number of offices may be held by the same person.

          Section 2. ELECTION.

          The officers of the Corporation shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

          Section 3. REMOVAL.

          Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors.

          Section 4. 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.

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          Section 5. PRESIDENT.

          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. He shall preside at all meetings of the shareholders and at all meetings of the Board of Directors.

          Section 6. SECRETARY.

          The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors and shareholders, and shall keep, or cause to be kept, a share register at the principal executive office.

          The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the Corporation if one is 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 the Bylaws.

          Section 7. 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 at all reasonable times be open to inspection by any Director

          The Chief Financial Officer shall deposit all moneys 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, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

          Section 8. SUBORDINATE OFFICERS.

          Any subordinate officers appointed by the Board of Directors pursuant to Section 1 of this Article IV shall hold office for such period, have such authority and perform such duties as may, from time to time, be determined by the Board.

ARTICLE V

INDEMNIFICATION OF DIRECTORS_ OFFICERS

EMPLOYEES AND OTHER AGENTS

          The Corporation shall, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines,

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settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Corporation___For purposes of this Section, an “agent” of the Corporation includes, without limitation, any person who is or was a Director, officer, or employee of the Corporation.

ARTICLE VI

RECORDS AND REPORTS

          Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.

          The Corporation shall keep at its principal executive office a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder. This record shall be open to inspection by any shareholder upon five (5) days’ prior written demand.

          Section 2. MAINTENANCE AND INSPECTION OF BYLAWS.

          The Corporation shall keep at its principal executive office 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.

          Section 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 shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation- The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder___A copy of any financial statements and any income statements, including accompanying balance sheets, prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for a period of twelve (12) months.

          Section 4. INSPECTION BY DIRECTORS.

          Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation.

          Section 5. ANNUAL REPORT TO SHAREHOLDERS.

          The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing such annual or other periodic reports to the shareholders of the Corporation as it considers appropriate or as provided by Section 1501(c) of the California Corporations Code.

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ARTICLE VII

GENERAL CORPORATE MATTERS

          Section 1. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.

          All 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, from time to time, shall be determined by resolution of the Board of Directors.

          Section 2. CORPORATE CONTRACTS AND

          INSTRUMENTS; HOW EXECUTED.

          The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation.

          Section 3. CERTIFICATES FOR SHARES.

          A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the amount of the consideration to be paid for such shares and the amount paid. All certificates shall be signed in the name of the Corporation by the President or Vice President and by the Chief Financial Officer or the 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.

          Section 4. CONSTRUCTION AND DEFINITIONS.

          Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law that 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 a corporation and a natural person.

ARTICLE VIII

AMENDMENTS

          Section 1. POWER OF 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 of the Corporation set forth the number of authorized Directors of the Corporation, such authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

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          Section 2. POWER OF DIRECTORS.

          Subject to the rights of shareholders (as provided in Section 1 of this Article Vi) to adopt, amend, or repeal bylaws, existing or new bylaws, except those changing the authorized number of Directors, may be adopted, amended, or repealed by the Board of Directors.

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EX-3.146

Exhibit 3.146

ARTICLES OF INCORPORATION

Honorable Roy Blunt
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do here by adopt the following Articles of Incorporation.

ARTICLE I

     The name of the Corporation is SKYVIEW ESTATES, INC.

ARTICLE II

     The address, including street and number of the corporation’s initial registered office in this state, is 111 W. Broadway, P.O. Box 117, Bolivar, Polk County, Missouri 65613, and the name of its initial registered agent at such address is Kerry D. Douglas.

ARTICLE III

     The aggregate number of shares which the corporation shall have the authority to issue shall be 30,000, shares of common stock, all of such shares to have a par value of $1.00 each. Said shares shall not have any preferences, qualifications, limitations, restriction or special rights.

ARTICLE IV

     The pre-emptive rights of shareholders are not limited.

ARTICLE V

     The name and address of the incorporator of the corporation is Jack Baker, P.O. Box 790, 308 W. Jackson, Bolivar, Missouri 65613.

ARTICLE VI

     The number of directors to constitute the first Board of Directors is two (2). Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws. Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE VII

     The duration of the corporation is perpetual.

ARTICLE VIII

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX

     The corporation is formed for the following purposes:

     To own, lease, operate and manage a residential facility of facilities for the mentally or physically handicapped, mentally or emotionally ill, or other persons requiring residential care.

     To purchase, lease or hire or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds of property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares in accordance with the provisions and limitations of Section 351.390 RSMo. 1969.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things, business, or businesses in any manner connected therewith or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly, to promote the interest of the corporation or enhance the value or render profitable any of its property or rights or for the purpose of attaining or furthering any of its objects and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may be exercised by law, either by or through principals, agents, attorneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world, and in addition, to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation.

     /s/ Jack Baker

Jack Baker

EX-3.147

Exhibit 3.147

BY-LAWS

OF

SKYVIEW ESTATES, INC.

ARTICLE I

OFFICES

     The principal office of the corporation in the State of Missouri shall be located in Bolivar, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

     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 Missouri, 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.

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     Section 6. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or conversation or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchange of shares shall be effective, as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholdere entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

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     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to. a. vote at a meeting of shareholders.

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     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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

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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, Election and Term: The number of directors of the corporation, shall be two (2), each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. If mailed, such

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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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vancancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vancancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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

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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. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of

     Directors. 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 such authority and perform such dutues in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

     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.

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     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 judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer therunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary,

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or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, 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 general charge of the stock transfer books of the corporation; (g) in general perform all duties

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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 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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.

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     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, Treasurer or an Assistant Secretary or Treasurer, 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 the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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

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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 first day of July in each year and end on the last day of June in each year.

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 words, “Corporate Seal, Missouri.”

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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.

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ARTICLE XI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

AGAINST LIABILITIES AND EXPENSES IN ACTIONS

     Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders,

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as the case shall be, may rely conclusively upon an opinion of independent legal___counsel selected by such board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

AMENDMENTS

     These by-laws may be altered, amended or repealed and any bylaws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

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EX-3.148

Exhibit 3.148

ARTICLES OF INCORPORATION
OF
SOUTHERN HOME CARE SERVICES, INC.

     The Incorporators of SOUTHERN HOME CARE SERVICES, INC. hereby propose and adopt for said corporation the following Articles of Incorporation:

I.

     The name of said corporation is:

SOUTHERN HOME CARE SERVICES, INC.

II.

     The said corporation shall have perpetual duration.

III.

     The corporation is organized under the provisions of the Georgia Business Corporation Code.

IV.

     The corporation is organized for the following ‘purposes:

     To own, operate, control, service and otherwise dea... -n and with convalescent care, private duty nursing services in homes, hospitals and nursing homes; to do any and all acts and things necessary, convenient, expedient, or in aid to accomplishment of the foregoing, and to engage in any other business venture deemed to be in the best interest of the corporation by the Board of Directors.

V.

     The corporation shall have authority to issue not more than 10,000 shares of common stock, all of which shall be with par value of $1.00 per share.

VI.

     The corporation shall not commence business until it shall

have received not less than $500.00 working capital.

VII.

The initial registered office of the corporation shall. be 113 Sunnymeade Drive, Valdosta, Georgia 31601, and the initial registered agent of the corporation shall be LAURA M. MILLER, of that office and address.

VIII.

     The governing body of the corporation shall consist of a Board of Directors. The initial Board of Directors shall consist of two members whose names and addresses are as follows:.

LAURA M. MILLER
113 Sunnymeade Drive
Valdosta, GA 31601

MARTIN J. MILLER
113 Sunnymeade Drive
Valdosta, GA 31601

IX.

     The Incorporators of said corporation are LAURA M. MILLER and MARTIN J. MILLER, whose addresses are listed above.

     IN WITNESS WHEREOF, the said Incorporators have caused the execution of these Articles of Incorporation.

TILLMAN, McTIER, COLEMAN, TALLEY & NEWBERN
By:
	Wade H. Coleman Attorneys for Incorporators

Post Office Box 1124
Valdosta, GA 31601

EX-3.149

Exhibit 3.149

BY-LAWS OF

SOUTHERN HOME CARE SERVICES, INC.

ARTICLE ONE

OFFICES

     1.1 Registered Office. The address of the registered office of the corporation is 113 Sunnymeade Drive, Valdosta, Georgia; and the name of the registered agent at this address is Laura M. Miller. However, the registered agent and/or the place of the registered office may be changed from time to time by action of the Board of Directors and the making of such filings with state officials as may be required by law.

     1.2 Other Offices. The corporation may have offices at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require or make desirable.

ARTICLE TWO

SHAREHOLDERS MEETINGS

     2.1 Meeting Place. All meetings of the shareholders shall be held at the registered office or at such other place as may be fixed from time to time by the Board of Directors or in the notice of the meeting.

     2.2 Annual Meetings. The annual meeting of shareholders of the corporation shall be held within or without the State of Georgia at such time and place as may from time to time be fixed by the Board of Directors.

     2.3 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, and shall be

called by the President or the Secretary when so directed by the Board of Directors, or at the request in writing of any two or more directors, or at the request in writing of shareholders 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.

     2.4 Notice. Except as otherwise required by statute, written notice of each meeting of the shareholders, whether annual or special, shall be served, either personally or by mail, upon each shareholder of record entitled to vote at such meeting, not less than ten nor more than fifty days before such meeting. If mailed, such notice shall be directed to a shareholder at his post office address last shown on the records of the corporation. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders shall not be required to be given to any shareholder who, in person or by his attorney thereunto authorized, either before or after such meeting, shall waive such notice. Attendance of a shareholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a shareholder attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business. Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting at which the adjournment is taken.

     2.5 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by law. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by

2

proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At such adjourned meeting at which. a quorum shall be present in person or by proxy, any business may be transacted that might have been transacted at the meeting as originally called.

     2.6 Voting. At every meeting of the shareholders, any shareholder having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven months from its date, unless said proxy provides for a longer period. Stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of some shareholders leaving less than a quorum. Each shareholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation. 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, except as otherwise provided by law.

     2.7 Consent Action. Whenever the vote of-shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of the shareholders may be dispensed with when all of the shareholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE THREE

DIRECTORS

     3.1 Directors’ Control. Except as may be otherwise provided by any legal agreement among shareholders, the property and business of the corporation shall be managed by its Board of Directors. In addition to the powers and authority by these By-Laws expressly conferred upon

3

it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, by any legal agreement among shareholders, by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

     3.2 Board of Directors. The initial Board of Directors shall consist of two directors named in the Articles of Incorporation. Thereafter the Board of Directors shall consist of not more than seven members, the precise number to be fixed by resolution of the shareholders from time to time. Each director (whether elected at an annual meeting of shareholders or otherwise) shall hold office until the annual meeting of shareholders held next after his election and until a qualified successor shall be elected, or until his earlier death, resignation, incapacity to serve,-or removal. Directors need not be shareholders.

     3.3 Vacancies. If any vacancy shall occur among the directors by reason of death, resignation, incapacity to serve, increase in the number of directors, or otherwise, the remaining directors shall continue to act, and such vacancies may be filled by a majority of the directors then in office, though less than a quorum, and, if not theretofore filled by action of the directors, may be filled by the shareholders at any meeting held during the existence of such vacancy.

     3.4 Meetings. The Board of Directors may hold its meetings at such place or places as it may from time to time determine. An annual meeting of the directors shall be held, without further notice, immediately following each annual meeting of stockholders, and at the same place. Other regular meetings of the Board may be held, without notice, at such times and places as may be from time to time prescribed by resolution of the Board. Special meetings of the Board shall be so called by the President or the Secretary on the written request of three directors.

4

     3.5 Quorum. At all meetings of the Board of Directors, the presence of a majority of the authorized number of directors, but not less than two directors, shall be necessary and sufficient to constitute a quorum for the transaction of business. 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 law. In the absence of a quorum a majority of the directors present at any meeting may adjourn the meeting from time to time until a quorum be had. Notice of any adjourned meeting need only be given by announcement at a meeting at which the adjournment is taken.

     3.6 Consent Action. 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, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.

ARTICLE FOUR

OFFICERS

     4.1 In General. The Board of Directors at its first meeting after each annual meeting of shareholders shall elect the following officers: A President, a Vice President, a Secretary and a Treasurer. The Board of Directors at any time and from time to time may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms as shall be determined by the Board of Directors. Any person may hold any two or more offices, except that no person may hold both the offices of President and Secretary. No officer need be a shareholder.

     4.2 Term of Office and Removal. Each officer of the corporation shall hold office until his successor is chosen or until his earlier resignation, death or removal, or the termination

5

of his office. Any officer may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby.

     4.3 President. The President shall serve as the Chairman of the Board and shall be the chief executive officer of the corporation and 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 preside over the meetings of the shareholders and of the Board of Directors and the Executive Committee, and shall act as chairman of such meetings. The President shall also have such powers and perform such duties as are specifically imposed upon him by law or as may be assigned to him by the Board of Directors.

     4.4 Vice President. The Vice President shall perform such duties as are generally performed by vice presidents, and in the event of the absence or disability of the President the Vice President shall perform the duties of, and exercise the authority of, the President. The Vice President shall also perform such other duties and exercise such other powers as the Board of Directors shall request or delegate.

     4.5 Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in books 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, any notice required to be given of any meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by. the Board of Directors. He shall attest all documents signed by the President or the Vice President, if attestation is required, and shall impress thereon the corporate seal if required.

     4.6 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the corporation, and shall deposit, or cause to be

6

deposited, in the name of the corporation, all monies or other valuable effects, in such banks, trust companies or other depositories as shall, from time to time, be selected as authorized by the Board of Directors; he shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the corporation, and in. general, he shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned to him by the Board of Directors or the President.

     4.7 Delegation of Authority. In 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 for the time being, any or all of the powers and duties of such officer to any other officer or to any Director.

ARTICLE FIVE

CAPITAL STOCK

     5.1 Stock Certificates. The interest of each shareholder shall be evidenced by a certificate or. certificates representing shares of stock of the corporation which shall be in such form as the Board of Directors may from time to time adopt and shall be numbered and shall be entered in the books of the corporation as they are issued. Each certificate shall exhibit the holder’s name, the number of shares and class of shares and series, if any represented thereby, a statement that the corporation is organized under the laws of the State of Georgia, and the par value of each share or a statement that the shares are without par value.

     5.2 Transfers. Transfers of stock shall be made on the books of the corporation only by the person named in the certificate, or by attorney lawfully constituted in writing, and upon surrender of the certificate therefor.

     5.3 Shareholders List and Record Date. (a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment

7

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 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.

     (b) 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 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.

     5.4 Registered Stockholders. The corporation shall be entitled to treat the holder of any share of stock of the corporation as the person entitled to vote such share, to receive any dividend or other distribution with respect to such share, and for all other purposes 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, except as otherwise provided by law.

ARTICLE SIX

     6.1 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.

     6.2 Annual Statements. Not later than two months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the corporation shall prepare:

     (1) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and

     (2) an income statement showing the results of its operation during its fiscal year.

8

     Upon written request, the corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement.

     6.3 Appointments of Agents. The President shall be authorized and empowered in the name and as the act and deed of the corporation to name and appoint general and special agents, representatives, and attorneys to represent the corporation and to name and appoint attorneys and proxies to vote any shares of stock in any other corporation at any time owned or held of record by the corporation, and to prescribe, limit and define the powers and duties of such agents, representatives, attorneys, and proxies and to make substitution, revocation or cancella-’ tion in whole. or in part of any power or authority conferred on any such agent, representative, attorney or proxy. All powers of attorney or other instruments under which such agents, representatives, attorneys or proxies shall be so named and appointed shall be signed by the President or Secretary, and the corporate seal shall be affixed thereto. Any substitution, revocation or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy, when so authorized by the instrument appointing him, may substitute or delegate his powers in whole or in part and evoke and cancel such substitutions or delegations.

     6.4 Dividends. Dividends upon the outstanding shares of the corporation 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 corporation, subject to the provisions of the statutes of the State of Georgia.

     6.5 Reserves. There may be created by resolution of the Board of Directors out of the earned surplus of the corporation such reserve or reserves as the Directors may from time to time, in their discretion, deem proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the corporation, or for such other purpose as the Directors

9

shall deem beneficial to the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

     6.6 Checks. All checks or demands for money and notes of the corporation may be signed by any officer of the corporation or by such other person or persons as the Board of Directors may from time to time designate.

ARTICLE SEVEN

AMENDMENTS

     7.1 The By-Laws. of the corporation may be altered or amended and new By-Laws may be adopted by the shareholders at any annual or special meeting of the shareholders or by the Board of Directors at any annual, regular or special meeting of the Board of Directors; provided, however, that, if such action is to be taken at a meeting of the shareholders, notice of the general. nature of the proposed change in the By-Laws shall have been given in the notice of meeting; and provided, further, that should any By-Law adopted by the shareholders expressly provide that it shall not be altered or repealed by the Directors, such By-Law may be amended or repealed only by the shareholders.

ARTICLE EIGHT

     8.1 Reimbursement. Any payments made to an officer of the corporation such as a salary, commission, bonus, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a board, to enforce payment of each such amount disallowed, in lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

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ARTICLE NINE

INDEMNIFICATION

     9.1 Any person who was or is a party or is threatened to be made a part to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the corporation) by reason of the fact that he is or was a director, officer, employee or agent of this corporation, or of a similar position for another corporation, partnership, joint venture, trust or other enterprise at the request of this corporation, shall be indemnified by this corporation, against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and. reasonably incurred by him in connection with such action, suit or proceeding shall be indemnified against all expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in or not opposed to be 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.

     9.2 Determination of the right to such indemnification and the amount thereof may be made, at the option of the person to be indemnified, pursuant to procedure set forth from time to time in the By-Laws or by any of the following procedures: (a) order of the court or administrative body or agency having jurisdiction of the action, suit or proceeding, (b) resolution adopted by a majority of a quorum of the Board of Directors of the corporation without counting

11

in such majority or quorum any directors who have incurred expenses in connection with such action, suit or proceeding, (c) resolution adopted by a majority of a quorum of the stockholders entitled to vote at any meeting, or (d) order of any court having jurisdiction over the corporation. Any such determination that a payment by way of indemnity should be made shall be binding upon the corporation. Such right or indemnification shall not be exclusive of any other right which such directors, officers and employees of the corporation and the other persons above mentioned, may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective right of indemnification or reimbursement under any By-Laws, agreement, vote of stockholders, provision of law, insurance policy, or otherwise,-as well as their rights under this Article. The provisions of this Article shall apply to any member of any committee appointed by the Board of Directors as fully as though such person had been a director, officer or employee of the corporation.

     9.3 A disinterested majority of the Board of Directors of this corporation or a majority of a quorum of the stockholders entitled to vote at a meeting shall be authorized to pay to any person entitled to indemnification under this Article, all actual expenses incurred in connection with such action, suit or proceeding during the pendency thereof.

     9.4 It is the intention of-the corporation that this Article of the By-Laws of this corporation and the indemnification hereunder shall extend to the maximum indemnification possible under the laws of the State of Georgia, and if any one or more words, phrases, clauses, sentences, or sections of this Article should be held unenforceable for any reason, all remaining portions of this Article shall remain of full force and effect.

     9.5 No contract or other transaction between this corporation and any other firm, association or corporation shall be affected or invalidated by the fact that any of the members of

12

the Board of Directors of this corporation are interest in or are members, shareholders, governors, directors or officers of such firm, association or corporation; and no contract, act or transactions of this corporation with any individual, firm, association or corporation shall be affected or invalidated by the fact that any of the members of the Board of Directors of this corporation are parties to or interested in such contract, act or transaction or are in any way connected with such individual, firm, association or corporation. Each and every individual who may become a member of the Board of Directors of this corporation is hereby relieved from any liability that might otherwise exist from contracting with this corporation for the benefit of himself or any firm, association or corporation in which he may in any way be interest.

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EX-3.150

Exhibit 3.150

ARTICLES OF INCORPORATION
OF
TANGRAM REHABILITATION NETWORK, INC.

     I, the undersigned natural person of the age of twenty one years or more, and being a citizen of the State of Texas, acting as incorporator of a corporation formed 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 TANGRAM REHABILITATION NETWORK, INC.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purposes for which the corporation is formed are:

     1. The transaction of any or all lawful business for which a corporation may be incorporated under the Texas Business Corporation Act; and

     2. To buy, sell, lease, and deal in services, personal property, and real property subject to Part Four of the Texas Miscellaneous Corporation Laws Act.

ARTICLE FOUR

     The corporation is authorized to issue only one class of stock. The total number of shares that the corporation is authorized to issue is five hundred thousand (500,000) shares. Each share

shall have a par value of one dollar ($1.00).

ARTICLE FIVE

     The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least one thousand and no/100 ($1,000.00) dollars, consisting of money, labor done, or property actually received.

ARTICLE SIX

     The Post Office address of the corporation’s initial registered 404 College View Street, Bryan, Texas, 77801, and the name of its initial registered agent at such address is J. M. Szabuniewicz.

ARTICLE SEVEN

     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 director until the first annual meeting of the shareholders or until his successor is elected and qualified is:

J. M. Szabuniewicz	404 College View Street
	Bryan, Texas 77801

ARTICLE EIGHT

     The name and address of the incorporator is:

J. M. Szabuniewicz	404 College View Street
	Bryan, Texas 77801

     IN WITNESS WHEREOF, I have executed these Articles of Incorporation and hereunto set my hand on this ____ day of 1979.

/s/ J. M. Szabuniewicz

J. M. Szabuniewicz

EX-3.151

Exhibit 3.151

AMENDED BYLAWS OF
TANGRAM REHABILITATION NETWORK, INC.
FEBRUARY 21, 1990

ARTICLE ONE: REGISTERED OFFICE

     Sec. 1.01 The registered office of the Corporation was located at 8950 North Central Expressway, also known as Number One North Park East, Suite 318, Dallas, Texas, 75231, and the name of the registered agent of the Corporation at such address was W.D. Kincaid. The subsequent and now designated registered office of the Corporation is changed to 736 Smith Avenue, San Marcos, Texas 78666, and the name of the registered agent of the corporation at such address is the same, W.D. Kincaid.

ARTICLE TWO: SHAREHOLDER MEETINGS

     Sec. 2.01 Place of Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation or at any other place within or without this State as may be designated for that purpose from time to time by the Board of Directors.

     Sec. 2..02 Time of Annual Meeting. The annual meeting of the shareholders shall be held annually at such date and time as shall be designated from time to time by the Board of Directors and as is stated in the notice of meeting.

     Sec. 2.03 Notice of Meeting. Notice of the meeting 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 given in writing to each shareholder entitled to vote at the meeting at least ten (10), but not more than fifty (50) days before the date of the meeting. Such notice shall be given either personally or by mail or other means of written communication and addressed to the shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

     Sec. 2.04 Special Meetings. Special meetings of the shareholders for any purpose or purposes whatsoever may be called at any time by the Chairman of the Board, President, by the Board of Directors, by any director, or by one or more shareholders holding not less than one-tenth (1/10) of all the shares entitled to vote at the meeting.

     Sec. 2.05 Quorum. A majority of the voting shares constitutes a quorum for the transaction of business. Business may not be continued after withdrawal of enough shareholders to leave less than a quorum.

     Sec. 2.06 Voting. Only persons in whose names shares appear on the share records of the Corporation on the date on which notice of the meeting is mailed shall be entitled to vote at such meeting, unless some other day is fixed by the Board of Directors for the determination of shareholders of record. Voting for the election of directors shall be by voice, unless prior to voting, a shareholder demand a ballot vote.

     Sec. 2.07 Proxies. Every person entitled to vote or execute consents may do so either in person or by written proxy executed in writing by the shareholder or his duly authorized attorney in fact.

     Sec. 2.08 Consent of Absentees. No defect in the calling or noticing of a shareholders meeting will affect the validity of any action at the meeting if a quorum was present and if each shareholder not present in person or by proxy signs a written waiver or notice, consent to the holding of the meeting, or approval of the minutes, either before or after the meeting and such waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting.

     Sec. 2.09 Action Without Meeting. Action may be taken by shareholders without a meeting if each shareholder entitled to vote signs a written consent to the action and such consents are filed with the Secretary of the Corporation.

ARTICLE THREE: DIRECTORS

     Sec. 3.01 Powers. The directors shall act only as a board and an individual director shall have no power as such. All corporate powers of the Corporation shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation, or these bylaws.

     Sec. 3.02 Number and Qualifications of Directors. The number of authorized directors of this Corporation, which shall constitute the entire board, shall be any odd number but not less than three (3). The number of directors may be increased or decreased from time to time by amendment to these bylaw, but no decrease shall have the effect of shortening the term of any incumbent director. Any director vacancy to be filled by reason of an increase in the number of directors shall be filled by election at an annual shareholders meeting or at a special meeting of shareholders called for that purpose. The directors need not be residents of Texas.

     Sec. 3.03 Election and Term of Office. The directors shall be elected annually by plurality vote of the shareholders entitled to vote and shall hold office until their respective successors are elected, or until their death, resignation, or removal.

     Sec. 3.04 Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. The shareholders may elect a director at any regular or special meeting of shareholders to fill any vacancy not filled by the directors.

     Sec. 3.05 Removal of Directors. The entire Board of Directors or any individual director may be removed from office with or without cause, by vote of the holders of a majority of the shares entitled to vote for directors at any regular or special meeting of such shareholders.

     Sec. 3.06 Place of Meeting. All meetings of the Board of Directors shall be held at the principal office of the Corporation or at such place, within or without the State, as may be designated from time to time by resolution of the Board or by written consent of all of the members of the Board.

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     Sec. 3.07 Regular Meetings. 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 such other times as the directors may determine.

     Sec. 3.08 Special Meetings — Call and Notice. Special meetings of the Board of Directors, for any purpose, shall be called at any time by the Chairman of the Board, President or if either or both are absent or unable or refuse to act, by any Vice-President, or by any director. Written notices of the special meetings, stating the time and, in general terms the purpose or purposes thereof, shall be mailed, telegraphed, or personally delivered to each director not later than the day before the day appointed for the meeting.

     Sec. 3.09 Quorum. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority-of the directors present shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.

     Sec. 3.10 Board Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as a unanimous vote of directors if all members of the board shall individually or collectively consent in writing to such action.

     Sec. 3.11 Adjournment — Notice. 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 holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the adjourned meeting. 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.

     Sec. 3.12 Conduct of Meetings. The President, or in his absence, any director selected by the directors present, shall preside at meetings of the Board of Directors. The Secretary of the Corporation, or in his absence any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

     Sec. 3.13 Compensation. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement for expenses as may be fixed or determined by resolution of the board.

     Sec. 3.14 Indemnification of Directors and Officers. The Board of Directors may authorize the. Corporation to pay expenses incurred by or to satisfy a judgment or fine rendered or levied against present or former directors, officers, or employees of this Corporation as provided by the Texas Business Corporation Act.

ARTICLE FOUR: OFFICERS

     Sec. 4.01 Title and Appointment. The officers of the Corporation shall be President, Vice-President, Secretary and Treasurer. The corporation may also have, at the discretion of the Board of Directors, a. Chairperson of the Board, one or more additional Vice-Presidents, one or

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more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board of Directors may from time to time determine. One person may hold two or more offices. All officers shall be elected by and hold office at the pleasure of the Board of Directors who shall fix their compensation and tenure.

     Sec. 4.02 Powers and Duties of Officers. The officers of the Corporation shall have the powers and duties generally ascribed to their respective offices and such additional authority or duty as may, from time to time, be established by the Board of Directors.

     Sec. 4.03 Vacancy. If the office of the Chairman of the Board, President, or Secretary becomes vacant by reason of death, resignation, or removal, the Board of Directors shall elect a successor who shall hold office for the unexpired term and until his successor is elected.

ARTICLE FIVE: EXECUTION OF INSTRUMENTS

     Sec. 5.01 Authority to Execute Corporate Instruments. 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 such execution or signature shall be binding upon the Corporation.

ARTICLE SIX: ISSUANCE AND TRANSFER OF SHARES

     Sec. 6.01 Certificates for Paid and Unpaid Shares. Certificates for shares of the Corporation shall be issued only when fully paid.

     Sec. 6.02 Share Certificates. The Corporation shall deliver certificates representing all shares to which shareholders are entitled, which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear upon its face the statement that the Corporation is organized in Texas, the name in which it is issued, the number and class of shares and series, and the par value or a statement that the shares are $1.00 par value. The certificates shall be signed by the President and Secretary which signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered___by a registrar and the seal of the Corporation shall be affixed thereto. Each certificate shall contain on its face or back such recitations or references as are required by law.

     Sec. 6.03 Preemptive Rights. No holder of shares of the Corporation shall, as such holder, have any preemptive or preferential right to receive, purchase, or subscribe to any treasury shares or any shares now or hereafter issued by the Corporation.

     Sec. 6.04 Replacement of Certificates. No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and cancelled, except in the case of lost or destroyed certificates to be issued upon such terms, conditions, and guarantees as the Board of Directors may see fit to impose, including the filing of sufficient indemnity.

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     Sec. 6.05 Transfer of Shares. No shareholder. shall transfer or encumber his shares of capital stock of the Corporation to any person, firm, or corporation without the consent of two-thirds (2/3) of the Board of Directors. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof, in person or by his duly authorized attorney. Upon surrender to the Corporation or its transfer agent of the certificate representing the shares properly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE SEVEN: RECORDS AND REPORTS

     Sec. 7.01 Inspection of Books and Records. 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.

     Sec. 7.02 Closing Stock Transfer Books. The Board of Directors may close the transfer books in their discretion for a period not exceeding fifty (50) days preceding any annual or special meeting of the shareholders or the day appointed for the payment of a dividend.

ARTICLE EIGHT: AMENDMENT OF BYLAWS

     Sec. 8.01 Amendment of Bylaws. The power to alter, amend, or repeal these bylaws shall be exercised only upon the vote of two-thirds (2/3) of the members of the Board of Directors, such decision being subject to repeal or change by action of the shareholders.

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EX-3.156

Exhibit 3.156

ARTICLES OF INCORPORATION

OF

THE CITADEL GROUP, INC.

     The undersigned, a natural person of the age of eighteen years or more, actor as, sole incorporator of a corporation under the provisions of the Texas Business Corporation Act (the “Act”), adopts the following Articles of Incorporation.

ARTICLE 1

     The name of the Corporation is The Citadel Group, Inc.

ARTICLE 2

     The period of duration of the Corporation is perpetual.

ARTICLE 3

     The purpose for which the Corporation is organized is the transaction of any or all lawful business.

ARTICLE 4

     The aggregate number of shares of capital stock which the Corporation shall have authority to issue is one hundred thousand (100,000) shares of Common Stock with the par value of one cent ($0.01) per share.

ARTICLE 5

     The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand Dollars ($1,000 00), consisting of money, labor done or property actually received.

ARTICLE 6

     No shareholder shall have any pre-emptive rights to acquire shares of the Corporation.

ARTICLE 7

     Cumulative voting by the shareholders of the Corporation at any election for Directors is expressly disallowed.

ARTICLE 8

     Any action required by the Act 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 the shareholders, 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 holder or holders or shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

     Every written consent signed by the holders of less than all the shares entitled to vote with respect to the action that is the subject of the consent shall bear the date of signature of each shareholder who signs the consent No written consent signed by the holders of less than all the shares entitled to vote with respect to the action that is the subject of the consent shall be effective to take the action that is the subject of the consent unless within 60 days after the date of the earliest dated consent delivered to the Corporation in the manner required by this Article, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded Delivery shall be by hand or certified or registered mail, return receipt requested Delivery to the Corporation’s principal place of business shall be addressed to the president or principal executive officer of the Corporation.

     A telegram, telex, cablegram, or similar transmission by a shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder.

     Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to this action.

ARTICLE 9

     The directors of the Corporation will not be liable to the Corporation or its shareholders for monetary damages for acts or omissions that occur in the directors’ capacity as directors This article does not limit the liability of the directors for acts or omissions for (1) a breach of the duty of loyalty to the Corporation or its shareholders or members, (2) a bad faith breach of a director’s duty to the Corporation, intentional misconduct, or a knowing violation of the law, (3) 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; or (4) an act or omission for which the liability of a director is expressly provided by an applicable statute. The Corporation shall indemnify every proposed, present or former director, officer, employee or agent of the Corporation, or any person who may have served at its request in a similar capacity against judgments, penalties, fines, settlements and all other costs, expenses or assessments to the fullest extent permitted by law including paying expenses in advance of the final disposition of such matter The indemnification provided herein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such director or officer. Any repeal or amendment or this Article 9 shall not diminish the rights of any such directors, officers, employee or agent or the obligations of the Corporation with respect to any claim arising from or related to the services of such person m any of the foregoing capacities prior to any such repeal or amendment.

ARTICLE 10

     The address of the registered office of the Corporation is 1705 Capital of Texas Highway South, Suite 410, Austin, Texas 78746 and the name of the registered Agent of the Corporation at such address is Richard D. Relyea.

ARTICLE 11

     The initial Board of Directors shall consist of one (1) member who shall serve as a director until the first annual meeting of shareholders or until his successor(s) shall have been elected and qualified and whose name and address is as follows:

Name	Address
Franklin A Arnold	6034 West Courtyard Drive
	Suite 150 Austin, Texas 78730

ARTICLE 12

     The name and address of the incorporator of the Corporation is as follows:

Name	Address
Franklin A Arnold	6034 West Courtyard Drive
	Suite 150
	Austin, Texas 78730

     IN WITNESS WHEREOF, I have hereunto set my hand as of this 8th day of November, 1995.

/s/ Franklin A. Arnold

Franklin A Arnold

STATE OF TEXAS           §
COUNTY OF TRAVIS           §

     I, a Notary Public, do hereby certify that on this 8th day of November, 1995, personally appeared before me Franklin A. Arnold, 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/ Laura K. Fenton

Notary Public Signature

EX-3.157

Exhibit 3.157

BYLAWS OF

THE CITADEL GROUP, INC.
(THE CORPORATION)

ARTICLE I

OFFICES

     1.01 Principal Office. The principal office of the Corporation shall be located at 6034 West Courtyard Drive, Suite 120, Austin, Texas 78730. The Board of Directors has full power and authority to change the principal office from one location to another by Board Resolution and by noting the changed address and effective date below:

Address	Date
Address	Date
Address	Date

     1.02 Other Offices. The Corporation may also have offices at 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

     2.01 Annual Meeting. The annual meeting of the shareholders for the election of directors and such other business as may properly be brought before the meeting shall be held at such place within or without the State of Texas and at such date and time 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.

     2.02 Failure to Hold Annual Meeting. Failure to hold any annual meeting shall not work a dissolution of the Corporation. If the annual meeting is not held within any 13-month period, any court of competent jurisdiction in the county in which the principal office of the Corporation is located may, on the application of any shareholder, summarily order a meeting to be held.

     2.03 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the Chief Executive Officer or the President. In addition, the

Secretary, at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders owning shares representing not less than 10% of all of the votes entitled to vote at the meetings. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice.

     2.04 Notice and Waiver of Notice.

          (a) 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 fifty days before the date of the meeting in accordance with the provisions for giving notice contained at Section 9.05 of these Bylaws by or at the direction of the Chief Executive Officer, President or the Secretary to each shareholder of record entitled to vote at such meeting.

          (b) Notice may be waived in writing signed by the person or persons entitled to such notice. Such waiver may be executed at any time before or after the holding of such meeting. Attendance at a meeting shall constitute a waiver of notice, except where the person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

     2.05 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, the Board of Directors may in advance establish a record date which must be at least ten but not more than fifty days prior to such meeting. If the Board of Directors fails to establish a record date, the record date shall be the date on which notice of the meeting is mailed.

     2.06 Voting List.

          (a) The officer or agent having 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 such meeting or any adjournment thereof, 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 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 stock transfer book shall be prima-facie evidence as to who are the shareholders entitled to examine such list or transfer books or vote at any meeting of shareholders.

          (b) Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

          (c) An officer or agent having charge of the stock transfer books who shall fail to prepare the list of shareholders or keep the same on file for a period of ten days or produce and keep it open for inspection as provided in this section, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage. In the event that such

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officer or agent does not receive notice of a meeting of shareholders sufficiently in advance of the date of such meeting reasonably to enable him to comply with the duties prescribed by these Bylaws, the Corporation, but not such officer or agent shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage.

     2.07 Quorum of Shareholders. The holders of issued and outstanding shares representing a majority of votes entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or the Articles of Incorporation; furthermore, such majority, 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. At such adjourned meeting, provided a quorum shall be present or represented thereat, any. business may be transacted which might have been transacted if the meeting had been held in accordance with the original notice thereof.

     2.08 Withdrawal of Quorum. If a quorum is present at any meeting, the vote of the holders of issued and outstanding shares representing a majority of votes entitled to vote,’ present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by express provision of the statutes or by the Articles of Incorporation or these Bylaws. The shareholders present at a meeting at which a quorum is present may continue to transact business until adjournment, despite the withdrawal of shareholders after the commencement of the meeting which withdrawal leaves less than a quorum remaining at the meeting.

     2.09 Method of Voting. Each outstanding share shall have the number of vote(s) for such share as prescribed in the Articles of Incorporation and shall be entitled to vote on each matter submitted to a vote at a meeting of shareholders or otherwise to be voted on by shareholders, except to the extent that such right is limited or denied by the Articles of Incorporation. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.

     2.10 Action Without Meetings. Any action required or 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 the shareholders entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the shareholders. In addition, any action requiring a vote of the shareholders can be taken without a meeting in accordance with the provisions of the Texas Business Corporation Act.

ARTICLE III

DIRECTORS

     3.01 Powers. The business and affairs of the Corporation and all corporate powers shall be managed by the Board of Directors, subject to any limitation imposed by statute, the Articles of Incorporation or these Bylaws as to action which requires authorization or approval by the shareholders.

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     3.02 Number; Qualifications. Subject to the provisions of the Corporation’s Articles of Incorporation, the number of Directors which shall constitute the whole Board shall from time to time be fixed and determined by a majority of the full Board, none of whom need be a resident of the State of Texas or shareholders of the Corporation.

     3.03 Election. The Directors shall be elected at the annual meeting of the shareholders, and each Director elected shall serve until his successor shall have been elected and qualified.

     3.04 Voting. Every shareholder entitled to vote shall have the right to vote the number of votes per share for shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote.

     3.05 Removal of Directors. At any meeting of shareholders called expressly for the purpose of removing a Director, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of shares representing a majority of the votes then entitled to vote at an election of the Directors.

     3.06 Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal or otherwise shall be filled by 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.

     3.07 Increase or Decrease in Number. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors may be filled by election at an annual or special meeting of shareholders or, at the option of the Board of Directors, may be filled by appointment by the Board of Directors for a term of office continuing only until the next election of one or more Directors by the shareholders.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

     4.01 Place. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas.

     4.02 Regular Meetings. Regular meetings of the Board of Directors may be held upon notice, or without notice unless notice is required under these Bylaws and at such time and at such place as shall from time to time be determined by the Board.

     4.03 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President and shall be called by the Secretary on the written request of two Directors. Notice of each special meeting of the Board of Directors shall be given to each Director at least ten days before the date of the meeting.

     4.04 Notice and Waiver of Notice. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express

4

purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as may be otherwise provided by law or by the Articles of Incorporation or by 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 of such meeting.

     4.05 Quorum of Directors. At all meetings of the Board of Directors, 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. 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.

     4.06 Action Without Meetings. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be.

     4.07 Committees. The Board of Directors may from time to time designate members of the Board to constitute committees which shall in each case consist of such number of Directors, not less than two, and shall have and may exercise such power, as the Board may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of its meeting, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to change the number, subject as aforesaid, and members of any such committee, to fill vacancies and to discharge any such committee.

     4.08 Compensation. Directors shall receive such compensation for their services as Director as may be determined by resolution of the Board of Directors. The receipt of such compensation shall not preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

     4.09 Meeting by Telephone. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken by means of a meeting by conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other. Any person participating in such meeting shall be deemed to be present in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     4.10 Assent to Action. 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 unless his dissent or abstention shall be entered into the minutes of the meeting or unless he shall file his written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by notice as provided in Section 9.05 of these Bylaws to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or

5

abstain shall not apply to a Director who voted in favor of such action. If the minutes inaccurately reflect the position a Director actually took at a meeting, the presumption can be rebutted by such Director promptly notifying the Secretary upon such Director’s receipt of the minutes.

ARTICLE V

OFFICERS

     5.01 Election, Number, Qualification, Term, Compensation. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chief Executive Officer, President and a Secretary. The Board of Directors shall also elect a Chairman of the Board and may elect any number of Vice Presidents, a Treasurer, one or more Assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the Board by resolution not inconsistent with these Bylaws. Two or more offices may be held by the same person. None of the officers need be a Director. The Board of Directors shall have the power to enter into contracts for the employment and compensation of officers for such terms as the Board deems advisable. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

     5.02 Removal. The officers of the Corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board whenever in its judgment, the best interest of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointments of an officer shall not of itself create contract rights.

     5.03 Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

     5.04 Authority. Officers and agents shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws.

     5.05 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors upon written directions given to him pursuant to resolutions duly adopted by the Board of Directors.

     5.06 Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general and active management 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 preside at all meetings of the shareholders. He shall also preside at all meetings of the Board of Directors in the absence or disability of the Chairman of the Board.

     5.07 President. The President shall in the absence or disability of the Chief Executive Officer perform the duties and have the authority and exercise the powers of the Chief Executive

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Officer. He shall perform such other duties and have such other authority and powers as the Board of Directors or Chief Executive Officer may from time to time delegate or prescribe.

     5.08 Vice President. Vice Presidents, if any are elected, in the order of their seniority unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the .powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the Chief Executive Officer may from time to time delegate.

     5.09 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all of the proceedings of the meetings of the Board of Directors and of the shareholders in a minute 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 keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, 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 an Assistant Secretary or of the Treasurer, if one is elected.

     5.10 Treasurer. The Treasurer, if one is elected, shall be the Chief Financial Officer of the Company and shall:

     (a) Have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the Corporation, and 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;

     (b) 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 Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Chief Executive Officer or Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation;

     (c) If required by the Board of Directors, give the Corporation a bond of such type, character and amount as the Board of Directors may require; and

     (d) Perform such other duties and have such other authority and powers as the Board of Directors or Chief Executive Officer may from time to time prescribe or delegate.

     5.11 Assistant Secretary and Assistant Treasurer. In the absence of the Secretary or Treasurer, an Assistant Secretary or Treasurer, respectively, shall perform the duties of the Secretary or Treasurer. Assistant Treasurers may be required to give bond as in 5.09(c). The Assistant Secretaries and Assistant Treasurers, in general shall have such powers and perform such duties as the Treasurer or Secretary, respectively, or the Board of Directors or Chief Executive Officer may prescribe.

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ARTICLE VI

CERTIFICATES REPRESENTING SHARES

     6.01 Certificates. The shares of the Corporation shall be represented by certificates signed by the Chief Executive Officer of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. The signature of the Chief Executive Officer upon a certificate may be a facsimile 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. The certificates shall be consecutively numbered and shall be 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 and class of shares, and the par value of such shares or a statement that such shares are without par value.

     6.02 Payment, Issuance. Shares may be issued for such consideration, not less than the par value thereof, as may be fixed from time to time by the Board of Directors. The consideration for the payment of shares shall consist of money paid, labor done or property actually received. Shares may not be issued until the full amount of the consideration fixed therefore has been paid.

     6.03 Lost, Stolen or Destroyed 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, 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 such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, 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.

     6.04 Registration of Transfer. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. 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, a new certificate shall be issued to the person entitled thereto and.the old certificate canceled and the transaction recorded upon the books of the Corporation.

     6.05 Registered Owner. 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 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 State of Texas.

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ARTICLE VII

DIVIDENDS

     7.01 Declaration and Payment. Subject to statute and the Articles of Incorporation, dividends may be declared by the Board of Directors, in its discretion, at any regular or special meeting, pursuant to law and may be paid in cash, in property or in the Corporation’s own shares.

     7.02 Reserves. 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 for meeting contingencies, or for equalizing dividends, or for repair 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 VIII

INDEMNIFICATION

     8.01 Definitions. For purposes of this Article VIII only, the following terms are used as defined herein:

          (a) “Corporation” includes not only the Corporation as used throughout these Bylaws but also each and every predecessor entity of the Corporation.

          (b) “Director” means any person who is or was a Director of the Corporation and any person who, while a Director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

          (c) “Expenses” includes court costs and attorney’s fees.

          (d) “Official capacity,” when used with respect to a Director, means the office of Director in the Corporation, and when used with respect to a person other than a Director, means the elective or appointive office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation, provided, however, that the term “official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

          (e) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

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     8.02 Discretionary Indemnification of Officers and Directors. The Corporation may, upon compliance with all the terms and conditions of this Section 8.02, indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director or officer against penalties (including excise and similar taxes) fines, settlements and reasonable expenses actually incurred by such person in connection with such proceeding; provided, however, that if the proceeding was brought by or in behalf of the Corporation, such indemnification shall be limited to reasonable expenses actually incurred by such person in connection with the proceeding. Notwithstanding the foregoing, such person:

          (a) May not be indemnified for obligations resulting from a proceeding (i) in which such person is found liable on the basis that personal benefit was improperly received by such person, whether or not the benefit resulted an action taken in such person’s official capacity, or (ii) in which such person is found liable to the Corporation.

          (b) May not be indemnified for obligations resulting from a proceeding unless it is determined, in the manner provided in Section 8.02(c) below, that such person (i) conducted himself or herself in good faith, (ii) reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the Corporation’s best interests, and in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

          (c) May not be indemnified unless a determination of permissibility of indemnification hereunder is made by a majority vote of a quorum of the Board of Directors, consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; provided, however, that if such a quorum cannot be obtained, the determination shall be made by (i) a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all Directors, consisting solely of two or more Directors who at the time of the vote are not named defendants or respondents in the proceeding; or (ii) by special legal counsel selected by majority vote of a quorum of the Board of Directors or of a committee of the Board who at the time of the vote are not named defendants or respondents in the proceeding or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors; or (iii) by the shareholders in a vote that excludes the vote of shareholders who are named defendants or respondents in the proceeding.

          (d) May not be indemnified unless authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner specified in Section 8.02(c)(ii) above for the selection of special legal counsel.

     8.03 Required Indemnification of Officers and Directors. The Corporation shall indemnify an, officer or Director against reasonable expenses incurred by such person in connection with a proceeding in which such person is a named defendant or respondent because such person is or was an officer or Director of the Corporation if such person has been wholly

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successful, on the merits or otherwise, in the defense of the proceeding or if otherwise required pursuant to the Articles of Incorporation or statute.

     8.04 Expenses Advanced. Reasonable expenses incurred by an officer or Director of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding only if

          (a) the Corporation receives (i) a written affirmation by the officer or Director of such person’s good faith belief that he or she has met the standard of conduct necessary for indemnification under the provisions of Section 8.02(b) above, and (ii) a written undertaking by or on behalf of the officer or Director to repay the amount paid or reimbursed if it is ultimately determined that he or she has not met those requirements; and

          (b) a determination is made that the facts then known would not preclude indemnification under the provisions of Section 8.02 above.

     The written undertaking to repay set forth herein must be an unlimited general obligation of the officer or Director but need not be secured, and may be accepted without reference to the financial ability to make repayment. Determinations and authorizations of payments. hereunder must be made in the manner specified by Section 8.02(c) for determining that indemnification is permissible.

     8.05 Indemnification of Others. The Corporation shall indemnify and advance expenses to a person who is not or was not a Director or officer of the Corporation but who is or was an employee or agent of the Corporation or is or was servmg at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another entity to the same extent that it may indemnify and advance expenses to officers and directors under this Article VIII, subject to the same limitations applicable to indemnification of officers and directors. Further, the Corporation may indemnify and advance expenses to an officer or a person identified in the first sentence of this Section 8.05 and who is not a Director to such further extent, consistent with law, as may be provided by general or specific action of its Board of Directors, or by contract or as permitted or required by common law.

     8.06 Insurance. The Corporation may purchasee and maintain insurance on behalf of any person permitted to be indemnified under this Article VIII against any liability asserted against such person and incurred by him or her in the stated capacity or arising out of his or her status as such a person, whether or not the Corporation would have the power to indemnify such person against that liability under this Article VIII or governing law.

     8.07 Reports to Shareholders. Any indemnification of or advance of expenses to an officer or Director in accordance with this Article VIII shall be reported in writing to the shareholders with or before the notice of the next meeting of the shareholders and, in any case, within the 12 month period immediately following the date of any such indemnification or advance.

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     8.08 Other Protection. The protection and indemnification provided hereunder shall not be deemed to be exclusive of any other rights to which any person may be entitled by law, under any agreement, insurance policy, vote of the shareholders, or otherwise. Notwithstanding any other provision of this Article VIII, the Corporation may pay or reimburse expenses incurred by an officer or Director or any person that may be indemnified in Section 8.05 above in connection with his or her appearance as a witness or other participation in a proceeding at a time when such person is not a named defendant or respondent in the proceeding.

     8.09 Intent; Governing Law. Notwithstanding any other provision of this Article VIII, it is the intent that the Corporation shall, to the fullest extent that it is empowered to do so by the Texas Business Corporation Act or any other applicable laws as may from time to time be in effect, have the discretion to indemnify any of the persons identified in this Article VIII who was, is or is threatened to be made a party to any threatened, pending or completed proceeding, by reason of such person’s affiliation with the Corporation as stated in this Article VIII. In furtherance of such intent, if any provision of this Article VIII shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.

ARTICLE IX

GENERAL PROVISIONS

     9.01 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

     9.02 Seal. The Corporation may but need not have a corporate seal. The corporate seal, if adopted, shall be in such form as may be prescribed by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

     9.03 Minutes. 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 principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving names and addresses of all shareholders and the number and class of the shares held by each.

     9.04 Amendment. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors, subject to repeal or change by action of the shareholders, at any meeting of the Board of Directors at which a quorum is present, provided notice of the proposed alteration, amendment or repeal is contained in the notice of the meeting.

     9.05 Notice. Whenever under provisions of the Texas Business Corporation Act, 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 unless specifically required by such statute, Articles of Incorporation or Bylaws, but such notice may be given in writing and delivered personally, through the United States Mail, by a recognized delivery service (such as Federal Express) or by means of telegram, telex or facsimile transmission, addressed to such

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Director or shareholder, at his address or telex or transmission number, as the case may . be, as it appears on the records of the Corporation, with postage and fees thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be deposited in the United States Mail or with an express delivery service or when transmitted by confirmed telex or facsimile transmission or personally delivered, as the case may be. Whenever any notice is required to be given under the provisions of applicable statutes or of the Articles of Incorporation or of 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.

     The undersigned does hereby certify that the foregoing are Bylaws of the Corporation as adopted by the Corporation on November 14, 1995.

Dennis R. Latimer, Secretary

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EX-3.160

Exhibit 3.160

ARTICLES OF INCORPORATION

Honorable Roy Blunt
Secretary of State
State of Missouri
Jefferson City, Missouri 65101

     The undersigned, being a natural person of the age of eighteen (18) years or more, for the purpose of forming a corporation under the General and Business Corporation Act of Missouri, do here by adopt the following Articles of Incorporation.

ARTICLE I

The name of the Corporation is UPWARD BOUND, INC.

ARTICLE II

     The address, including street and number of the corporation’s initial registered office in this state, is RR#3, Box 61, Bolivar, Missouri, 65613, Missouri, and the name of its initial registered agent at such address is Frank Follis, RR#3, Box 61, Bolivar, Missouri, 65613.

ARTICLE III

     The aggregate number of shares which the corporation shall have the authority to issue shall be 30,000, shares of common stock, all of such shares to have a par value of $1.00 each. Said shares shall not have any preferences, qualifications, limitations, restriction or special rights.

ARTICLE IV

     The pre-emptive rights of shareholders are not limited.

ARTICLE V

     The name and address of the incorporator of the corporation is Frank Follis, P.O. Box 610, Bolivar, Missouri 65613.

ARTICLE VI

     The number of directors to constitute the first Board of Directors is four. Thereafter, the number of directors shall be fixed by or in the manner provided in the By-Laws. Any changes in number will be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE VII

     The duration of the corporation is perpetual.

ARTICLE VIII

     The authority to adopt, repeal, or amend the By-Laws of the corporation is hereby vested in the Board of Directors of the corporation.

ARTICLE IX

     The corporation is formed for the following purposes:

     To purchase, lease or hire or otherwise acquire real and personal property, improved or unimproved, of every kind and description including franchises, easements, permits, licenses and rights of property of every nature and to hold, sell, dispose of, convey, mortgage, pledge, manage, lease, operate, develop, contract, build, erect, maintain, construct, or reconstruct such property, and to buy, handle and sell all kinds of property, rent or lease all kinds of property, collect rents, loan money, locate and lay out town sites, city additions, or subdivisions.

     To purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer or otherwise dispose of its own shares in accordance with the provisions and limitations of Section 351.390 RSMo. 1969.

     Without in any particular limiting any of the objects, purposes, or powers of the corporation, the business or purposes of the company shall be from time to time to do any one or more or all of the acts and things herein set forth and all such other acts, things, business, or

businesses in any manner connected therewith or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly, to promote the interest of the corporation or enhance the value or render profitable any of its property or rights or for the purpose of attaining or furthering any of its objects and exercise any and all other power which a copartnership or a natural person can do and exercise, and which now or hereafter may be exercised by law, either by or through principals, agents, attorneys, trustees, contractors, factors, lessors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world, and in addition, to have and exercise all the rights, powers and privileges, now or hereafter belonging to or conferred upon corporations organized under the provisions of the laws of the State of Missouri authorizing the formation of this corporation.

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this ___day of                      ,1988.

     /s/ Frank Follis

Frank Follis

EX-3.161

Exhibit 3.161

BY-LAWS

OF

UPWARD BOUND, INC.

ARTICLE I

Offices

     The principal office of. the corporation in the State of Missouri shall be located in Bolivar, Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the business of the corporation may require from time to time.

     The registered office of the corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State. of Missouri, 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 the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day

designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings: Special meeting of the shareholders may be called by the President, by 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 Meetings: The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors. The shareholders may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting, and may include the same in a waiver of notice of any meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Missouri, 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 fifty (50) 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 in a sealed envelope, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

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 Missouri, 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. Closing of Transfer Books or Fixing of Record Date: The Board of Directors of the corporation may close its stock transfer books for a period of not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or the date when any change or reconversion or exchange of shares shall be effective or, in lieu thereof, may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or to the date for the payment of any dividend or for the allotment of rights, or to the date any change or reconversion or exchangee of shares shall be effective, as the record date for the determination of

shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment or rights, or to exercise rights in respect of any such change, conversion or exchange of shares; and the shareholders of record on such date of closing the transfer books, or on the record date so fixed, shall be the shareholders entitled to notice of and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books or set a record date for the determination of its shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business of the 20th day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

     Section 7. Voting Lists: At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the transfer book for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of, and the

number of shares held by, each shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office 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 kept in this state, 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 shareholders.

     Section 8. Quorum: A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of the 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, to a date not longer than ninety (90) days from the date originally set for such meeting.

     Section 9. 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 months from the date of its execution, unless otherwise provided in the proxy.

     Section 10. Voting of Shares: Subject to the provisions of Section 12, each outstanding share of capital stock having voting rights shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 11. 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.

     Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares hold by him without a transfer of such shares into his name.

     Shares standing 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 his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder 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.

     Section 12. Cumulative Voting: In all elections for 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, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principal among as many candidates as he shall see fit.

     Section 13. 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 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, Election and Term: The number of directors of the corporation, shall be four, each of whom shall be elected at the first annual meeting of the shareholders, and annually thereafter, for a term of one (1) year, and each of whom shall hold office until his successor has been elected and has qualified.

     Section 3. 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. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings with notice of such resolution to all directors.

     Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice: Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram provided, however, that if the designated meeting place is without the State of Missouri, an^. additional five (5) days notice shall be given. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, 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. 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 7. Manner of Acting: The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be at the act of the Board of Directors.

     Section 8. Vacancies: In case of the death or resignation or disqualification of one or more. of the directors, a majority of the survivors or remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy shall serve until the next annual meeting of the shareholders.

     Section 9. 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. Number: The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The president shall be chosen from the Members of the Board of Directors. The remaining officers of the corporation need not be chosen from the Members of the Board, but they may be so chosen. The Board of Directors, by resolution, may create the offices of one or more assistant Treasurers and assistant Secretaries, all of whom shall be elected by the Board of Directors. 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 such authority and

perform such duties in the management of the property and affairs of the corporation as may be provided in the by-laws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors.

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 interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, 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. President: The president shall be the principal executive officer of the corporation shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution 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 shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as my be prescribed by the Board of Directors from time to time.

     Section 6. The 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 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, or with the Treasurer or an Assistant Treasurer, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The 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 President or by the Board of Directors.

     Section 8. The 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 by-laws or as required by law; (c) by

custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (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, 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 general charge of the stock transfer books of the corporation; (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 by the President or by the Board of Directors.

     Section 9. Assistant Treasurers and Assistant Secretaries: The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharges of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers, as thereunto 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 a resolution of the Board of Directors. The assistance Treasurers

and assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

     Section 10. Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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 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, 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, Treasurer or an Assistant Secretary or Treasurer, 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 the date of issue shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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 first day of January in each year and end on the last day of December in each year.

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 words, “Corporate Seal,

Missouri.”

ARTICLE X

Waiver of Notice

     Whenever any notice whatever 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 General and Business Corporation Act of Missouri, 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 Against

Liabilities And Expenses In Actions

Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve;

provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the shareholders at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the shareholders, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such board or committee. Any compromise settlement authorized herein shall

not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

ARTICLE XII

Amendments

     These by-laws may be altered, amended or repealed and any bylaws may be adopted at any annual meeting of the Board of Directors or at any special meeting of the Board of Directors call for that purpose. The Board of Directors may also adopt emergency by-laws as provided by law.

/s/ Marilyn Follis	/s/ Frank Follis
MARILYN FOLLIS	FRANK FOLLIS
/s/ Jack Baker	/s/ Susie Baker
JACK BAKER	SUSIE BAKER

EX-3.162

Exhibit 3.162

AMENDED ARTICLES OF INCORPORATION

OF

VOCA CORP.

     I. The name of the Corporation shall be “Voca Corp.”

     II. The principal office of the Corporation in the State of Ohio is to be located at 1350 W. Fifth Avenue, Suite 214 in the City of Columbus, Franklin County.

     III. The purpose for which the Corporation is formed is to engage in any lawful act of activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

     IV. The number of shares which the Corporation is authorized to have outstanding is 6000, all of which shall be voting common shares without par value.

     V. The amount of stated capital with which the Corporation will begin business is $500.00.

     VI. No holders of any class of shares of the Corporation shall have any pre-emptive right to purchase or have offered to them for purchase any shares or other securities of the Corporation.

     VII. The Corporation may from time to time, pursuant to authorization by the Board of Directors and without action by the shareholders, purchase or otherwise acquire shares of the Corporation of any class or classes in such manner, upon such terms and in such amounts as the Board of Directors shall determine; subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question.

     VIII. Notwithstanding any provision of the Ohio Revised Code now or hereafter in force requiring for any purpose the vote, consent, waiver or release of the holders of shares entitling them to exercise two-thirds, or any other proportion, of the voting power of the Corporation or of any class or classes of shares thereof, such action, unless otherwise expressly required by statute or by these Articles, may be taken by the vote, consent, waiver or release of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes.

     IX. The annual meeting of shareholders shall be held at 11 o’clock a.m. on the second Tuesday in January, if not a legal holiday, and if a legal holiday, on the next day not a legal holiday, or at such other times as may be fixed by the Board of Directors.

     X. The Code of Regulations of the Corporation shall be adopted and may be amended by the affirmative vote or the written consent of the shareholders of record entitled to exercise a majority of the voting power on such proposal.

     XI. Any and every statute of the State of Ohio hereafter enacted, whereby the rights, powers or privileges of corporations or of the shareholders of corporations organized under the laws of the State of Ohio are increased or diminished or in any way affected, or whereby effect is given to the action taken by any number, less than all, of the shareholders of any such corporation, shall apply to the Corporation and shall be binding not only upon the Corporation but upon every shareholder of the Corporation to the same extent as if such statute had been in force at the date of filing these Articles of Incorporation in the office of the Secretary of State of Ohio.

     XII. These Amended Articles of Incorporation supersede the Articles of Incorporation of the Corporation previously in effect.

     XIII. Indemnification and Limitation of Liability:

     Section 1. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, itself, create a presumption that the person did not act 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 matter the subject of a criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

     Section 2. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, the Corporation shall indemnify such person against expenses, including attorney’s 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 indemnifications shall be made in respect of any of the following: (i) any claim, issue, or matter as to which such person is adjudged to be liable for misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas, or the court in which such action or suit was brought, determines 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 as the court of

common pleas or such other court shall deem proper; or (ii) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.

     Section 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article XIII, or in defense of any claim, issue, or matter therein, the Corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

     Section 4. Any indemnification under Sections 1 and 2 of this Article XIII, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article XIII. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified within the past five (5) years, (iii) by the shareholders, or (iv) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under clause (i) of this Section 4 or by independent legal counsel under clause (ii) of this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the Corporation referred to in Section 2 of this Article XIII. and within ten (10) days after the receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was . rout .t to review the reasonableness of such determination.

     Section 5. (a) Unless the only liability asserted against a director in an action. suit, or proceeding referred to in Sections I and 2 of this Article XIII is pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including attorneys’ fees, incurred by a director in defending the action, suit, or proceeding, shall be paid by the Corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (A) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; and (B) reasonably cooperate with the Corporation concerning the action, suit or proceeding.

     (b) Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of this Article XIII may be paid by the Corporation as they are incurred in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or

agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the Corporation.

     Section 6. Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the Corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the Corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the Corporation; provided, however, that, unless all directors are interested, the interested directors shall not participate and a quorum shall be one-third of the disinterested directors.

     Section 7. The indemnification authorized by this Article XIII shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or 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, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     Section 8. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds. letters of credit or sell insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign. nonprofit or for profit, partnership, joint venture, trust or other enterprise, against arty 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 indemnified him against such liability under this Article XIII. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

     Section 9. The authority of the Corporation to indemnify persons pursuant to Sections 1 and 2 of this Article XII does no: limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that r; .ay be provided pursuant to Sections 5, 6,7 and 8 of this Article XIII. Sections 1 and 2 of this Article XIII do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6, 7 and 8 of this Article XIII.

Section 10. (a) No person shall be found to have violated his duties to the Corporation as a director of the Corporation in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the Corporation; (ii) a termination or potential termination of his service to the Corporation as a director, or (iii) his service in any other position or relationship with the Corporation), unless it is

proved by clear and convincing evidence that the director has not acted: (i) in good faith; (ii) in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; or (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, nothing contained in this paragraph (a) limits the relief available under Section 1701.60 of the Ohio Revised Code.

     (b) In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the Corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the directors upon which he does not serve, duly established in accordance with the provisions of the Corporation’s Regulations, as to matters within its deli, noted authority, which committee the director reasonably believes to merit confidence.

     (c) A director in determining what he reasonably believes to he in the best interests of the Corporation shall consider the interests of the Corporation’s shareholders and, in his discretion, may consider (i) the interests of the Corporation’s employees, suppliers, creditors and customers (ii) the economy of the state and nation: (iii) community and societal considerations; and (iv) the long-term as well as short-term interests of the Corporation and its shareholders, including the ^-possibility that these interests may be best served by the continued independence of the Corporation.

     (d) A director shall be liable in damages for any action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.60 of the Ohio Revised Code.

     Section 11. As used in Article XIII. references to the Corporation include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is of was a director, officer, employee or agent of such constituent corporation, or is or Was serving at the request of such a constituent corporation as a director, -trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article Xl1I with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. As used in Article XIII, w’rds of the masculine gender shall include the feminine gender.

     XIV. There shall be no cumulative voting rights with respect to shares of the Corporation’s Common Stock, with no par value per share.

EX-3.163

Exhibit 3.163

AMENDED
CODE OF REGULATIONS

OF

VOCA CORP.

ARTICLE I

SHAREHOLDERS’ MEETINGS

     Section 1. Annual Meeting

     The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings

     Special meetings of shareholders may be called by the Chairman of the Board or the President or a Vice President, or by the Directors by action at a meeting, or by a majority of the Directors acting without a meeting, or by the person or persons who hold not less than twenty-five per cent of all shares outstanding and entitled to be voted on any proposal to be submitted at said meeting.

     Upon request in writing delivered either in person or by registered mail to the President or Secretary by any person or persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given, to the shareholders entitled thereto, notice of a meeting to be held not less than seven nor more than sixty days after the receipt of such request, as such officer shall fix. If such notice is not given within twenty days after the delivery or mailing of such request, the person or persons calling the meeting may fix the time of the meeting and give, or cause to be given, notice in the manner hereinafter provided.

     Section 3. Place of Meetings

     Any meeting of shareholders may be held either at the principal office of the Corporation or at such other place within or without the State of Ohio as may be designated in the notice of said meeting.

     Section 4. Notice of Meetings

     Not more than sixty days nor less than seven days before the date fixed for a meeting of shareholders, whether annual or special, written notice of the time, place and purposes of

such meeting shall be given by or at the direction of the President, a Vice President—, the Secretary or an Assistant Secretary. Such notice shall be given either by personal delivery or by mail to each shareholder of record entitled to notice of such meeting. If such notice is mailed, it shall be addressed to the shareholders at their respective addresses as they appear on the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

     Section 5. Shareholders Entitled to Notice and to Vote

     If a record date shall not be fixed pursuant to statutory authority, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the. close of business on the date next preceding the date on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

     Section 6. Inspectors of Election — List of Shareholders

     Inspectors of Election, may be appointed to act at any meeting of shareholders in accordance with statute.

     At any meeting of shareholders, an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date who are entitled to vote, showing their respective addresses and the number and classes of shares held by each, shall be produced on the request of any shareholder.

     Section 7. Quorum

     To constitute a quorum at any meeting of shareholders, there shall be present in person or by proxy shareholders of record entitled to exercise not less than a majority of the voting power of the Corporation in respect of any one of the purposes for which the meeting is called.

     The holders of a majority of the voting power represented in person or by proxy at a meeting of shareholders, whether or not a quorum be present, may adjourn the meeting from time to. time.

     Section 8. Voting

     In all cases, except where otherwise by statute or the Articles or the Regulations provided, a majority of the votes cast shall control.

     Cumulative voting in the election of Directors shall be permitted as provided by statute.

     Section 9. Reports to Shareholders

     At the annual meeting, or the meeting held in lieu thereof, the officers of the Corporation shall lay before the shareholders a financial statement as required by statute.

     Section 10. Action Without a Meeting

     Any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting with the affirmative vote or. approval of, and in a writing or writing signed by, all of the shareholders who would be entitled to notice of a meeting for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.

ARTICLE II

DIRECTORS

     Section 1. Election, Number and Term of Office

     The Directors shall be elected at the annual meeting of shareholders, or if not so elected, at a special meeting of shareholders called for that purpose, and each Director shall hold office until the date fixed by these Regulations for the next succeeding annual meeting of shareholders and until his successor is elected, or until his earlier resignation, removal from office, or death. At any meeting of shareholders at which Directors are to be elected, only persons nominated as candidates shall be eligible for election.

     The number of Directors, which shall not be less than three (unless all of the shares of the Corporation are owned of record by one or two shareholders in which case the number of Directors may be less than three but not less than the number of shareholders), may be fixed or changed at a meeting of the shareholders called for the purpose of electing Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on-such proposal. In case the shareholders at any meeting for the election of Directors shall fail to fix the number of Directors to be elected, the number elected shall be deemed to be the number of Directors so fixed.

     Section 2. Meetings

     Regular meetings of the Directors shall be held immediately after the annual meeting of shareholders and at such other times and places as may be fixed by the Directors, and such meetings may be held without further notice.

     Special meetings of the Directors may be called by the Chairman of the Board or by the President or by a Vice President or by the Secretary of the Corporation, or by not less than one-third of the Directors. Notice of the time and place of a special meeting shall be served upon or telephoned to each Director at least twenty-four hours, or mailed, telegraphed or cabled to each Director at least forty-eight hours, prior to the time of the meeting.

     Section 3. Quorum

     A majority of the number of Directors then in office (but in no event more than ___) shall be necessary to constitute a quorum for the transaction of business, but if at any meeting of the Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall attend.

     Section 4. Action Without a Meeting

     Any action which may be authorized or taken at a meeting of the Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

     Section 5. Committees

     The Directors may from time to time create a committee or committees of Directors to act in the intervals between meetings of the Directors and may delegate to such committee or committees any of the authority of the Directors other than that of filling vacancies among the Directors or in any committee of the Directors. No committee shall consist of less than three Directors. The Directors may appoint one or more Directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of such committee.

     In particular, the Directors may create and define the powers and duties of an Executive Committee. Except as above .provided and except to the extent that its powers are limited by the Directors, the Executive Committee during the intervals between meetings of the Directors shall possess and may exercise, subject to the control and direction of the Directors, all of the powers of the Directors in the management and control of the business of the Corporation, regardless of whether such powers are specifically conferred by these Regulations. All action taken by the Executive Committee shall be reported to the Directors at their first meeting thereafter.

     Unless otherwise ordered by the Directors, a majority of the members of any committee appointed by the Directors pursuant to this section shall constitute a quorum at any meeting thereof, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing or writings signed by all of its members. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Directors, and shall keep a written record of all action taken by it.

ARTICLE III

OFFICERS

     Section 1. Officers

     The Corporation may have a Chairman of the Board (who shall be a Director) and shall have a President, a Secretary and a Treasurer. The Corporation may also have one or more Vice Presidents and such other officers and assistant officers as the Directors may deem necessary. All of the officers and assistant officers shall be elected by the Directors.

     Section 2. Authority and Duties of Officers

     The officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE IV

INDEMNIFICATION AND INSURANCE

     Section 1. Indemnification

     The Corporation shall indemnify; to the full extent then permitted by law, 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 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, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise; provided, however, that the Corporation shall indemnify any such agent (as opposed to any Director,. officer or employee) of this Corporation to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the articles of incorporation or any agreement, vote of shareholders or of disinterested Directors or otherwise, both as to action in official capacities and as to action in another capacity while he is a Director, officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a Director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     Section 2. Insurance

     The Corporation may, to the full extent then permitted by law and authorized by the Directors, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article IV against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

ARTICLE V

MISCELLANEOUS

     Section 1. Transfer and Registration of Certificates

     The Directors shall have authority to make such rules and regulations as they deem expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby and may appoint transfer agents and registrars thereof.

     Section 2. Substituted Certificates

     Any person claiming a certificate for shares to have been lost, stolen or destroyed shall make an affidavit or affirmation of that fact, shall give the Corporation and its registrar or registrars and its transfer agent or agents a bond of indemnity satisfactory to the Directors or to the Executive Committee or to the President or a Vice President and the Secretary or the Treasurer, and, if required by the Directors or the Executive Committee or such officers, shall advertise the same in such manner as may be required, whereupon a new certificate may be executed and delivered of the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

     Section 3. Voting Upon Shares Held by the Corporation

     Unless otherwise ordered by the Directors, any officer or assistant officer of the Corporation in person or by proxy or proxies appointed by him shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any shares issued by other corporations which the Corporation may own.

     Section 4. Articles to Govern

     In case any provision of these Regulations shall be inconsistent with the Articles, the Articles shall govern.

     Section 5. Amendments

     These Regulations may be amended by the affirmative vote or the written consent of the shareholders of record entitled to exercise a majority of the voting power on such proposal, provided, however, that if an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption thereof.

EX-3.164

Exhibit 3.164

ARTICLES OF INCORPORATION

OF

VOCA CORPORATION OF AMERICA

     The undersigned, desiring to form a corporation for profit under Chapter 1701 of the Ohio Revised Code, does hereby certify:

     FIRST: The name of the corporation shall be VOCA Corporation of America.

     SECOND: The place in Ohio where the principal office of the corporation is to be located is in the City of Dublin, County of Franklin.

     THIRD: The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 of Ohio Revised Code.

     FOURTH: The authorized number of shares of the corporation shall be one thousand (1,000), all of which shall be common shares, each without par value.

     FIFTH: The directors of the corporation shall have the power to cause the corporation from time to time and at any time to purchase, hold, sell, transfer or otherwise deal with (A) shares of any class or series issued by it, (B) any security or other obligation of the corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the articles of the corporation, and (C) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the articles of the corporation. The corporation shall have the right to repurchase, if, and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the corporation. The authority granted in this Article Fifth of these articles shall not limit the plenary authority of the directors to purchase,

hold, sell, transfer,. or otherwise deal with shares of any class or series, securities, or other obligations issued by the corporation- or authorized by its articles.

     SIXTH: No shareholder of the corporation shall have, as a matter of right, the pre-emptive right to purchase or subscribe for shares of any class, now or hereafter authorized, or to purchase or subscribe for securities or other obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any share.

EX-3.165

Exhibit 3.165

CODE OF REGULATIONS

OF

VOCA CORPORATION OF AMERICA

ARTICLE 1

SHAREHOLDERS

     SECTION 1.1. Annual Meeting.

     An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2. Special Meeting._

     A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least seven (7) and not more than sixty (60) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Ohio as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notice or waivers of notice thereof.

     SECTION 1.4. Notice of Meetings.

     Every shareholder shall furnish the secretary of the corporation with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall

not be given less than seven (7) days before nor more than sixty (60) days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meeting of shareholders in accordance with Section 1.12.

     Every notice of a shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjournment meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

1)

2)

3) Roll call;

Appointment of inspectors of election, if requested;

Proof of notice of meeting or waiver thereof;

A QUORUM BEING PRESENT:

4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6) 7) 8) 9) 10)	Report of officers, if any; Reports of committees, if any; Election of directors, if any; Unfinished business, if any; and New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9. Cumulative Votinq.

     If notice in writing shall be given by a shareholder to the president, a vice president or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as is determined by multiplying the number of directors to be elected by the number of votes to which such shareholder is entitled, or to distribute such number of votes on the same principle among two or more candidates, as he sees fit.

     SECTION 1.10. Proxies.

     Any shareholder who is entitled to attend a shareholders’ ^-meeting or to vote thereat, or to assent or to give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of existing law or any

future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

     SECTION 1.11. Fixing Record Date.

     The board of directors may fix in advance a date, not earlier than the date upon which such date is fixed and not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.12. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.13. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of the State of Ohio, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

BOARD OF DIRECTORS

     SECTION 2.1. General Powers of Board.

     The powers of the corporation shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the board of directors, except as otherwise provided by the laws of the State of Ohio, the articles or these regulations.

SECTION 2.2. Number and Qualifications.

     The number of directors, none of whom need be shareholders of the corporation, shall not be fewer than three (3) nor more than seven (7); provided, however, that if the corporation at any

time has less than three (3) shareholders, the number of directors shall equal the number of shareholders. The number of directors may be from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors, by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At all elections of directors the candidates receiving the greatest number of votes shall be elected.

SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed or dies, each director shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8. Bylaws.

     The Board of Directors may adopt bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meeting and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of

the law, the articles or these regulations.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business.

     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. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10. Removal of Directors.

     Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of the State of Ohio the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE 3

OFFICERS

     SECTION 3.1. Number and Titles.

     The officers of the corporation shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof. No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made

to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the corporation shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the corporation shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned, is removed or dies. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3. Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the corporation may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5 Resignations.

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein.

Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filed in the manner prescribed for regular appointments of elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the corporation may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8, subject to the control of the board of directors. The president shall superintend and manage the business of the corporation, coordinate and supervise the employees, fix the compensation of, discipline and discharge its personnel, employ agents, professional advisers and consultants and perform all functions of a general manager of the corporation’s business. He or she may sign certificates for shares in the corporation. He or she may sign, execute and deliver in the name of the corporation all deeds, mortgages, bonds, contracts and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the corporation to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or

collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of the directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the corporation; receive and give receipts for amounts payable to the corporation from any sources whatsoever; deposit all monies in the name of the corporation in such depositories pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositories of the corporation signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept; at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transaction of the corporation and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the corporation and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

     SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13. The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders and the board of directors in one or more books provided for that purpose;
(b)	See that all notices are duly given in accordance with these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the corporation and see that the seal is affixed to all certificates for shares before they are issued and
	to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the corporation and of the records thereof. Such records shall reflect the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each become the holder thereof;
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificate at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.12 above, certified by the officer or agent in charge of the transfer of shares;
(h)	Sign (or see that the treasurer or other proper officer of the corporation authorized by the board of directors signs) with the president or vice president, certificates for shares in the corporation;
(i)	See that. the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, the president or the board of directors may designate.

ARTICLE 4

SHARES AND THEIR TRANSFER

     SECTION 4.1. Certificate for Shares.

     Every owner of one or more shares in the corporation shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the corporation owned by him or her. The certificate of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the corporation by the chairman of the board or the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the corporation shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate 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 certificates until such existing certificates shall have been so canceled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the corporation shall be made only on the books of the corporation by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the corporation or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the corporation shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3. Rules.

     The board of directors may make such rules and regulations as it may deem expedient, not-inconsistent with law, the articles or these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules to be effective shall be incorporated in these regulations. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced or mutilated but it is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it canceled and a new certificate issued in its place. The holder of any shares shall immediately notify the corporation if a certificate shall be lost, destroyed, or mutilated beyond recognition and the corporation may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the corporation a bond with such surety or sureties and in such sum as it shall direct, to indemnify the corporation and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the. laws of the State of Ohio.

ARTICLE 5

INDEMNIFICATION AND INSURANCE

     SECTION 5.1. Indemnification.

     The corporation shall indemnify any officer or director of the corporation 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, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys fees, filing fees, court reporter’s fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if his act or omission giving rise to any claim for indemnification under this Section 5.1 was not occasioned by his intent to cause injury to the corporation or by his reckless disregard for the best interests of the corporation, and in respect of any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. It shall be presumed that no act or omission of a person claiming indemnification under this Section 5.1 that gives rise to such claim was occasioned by an intent to cause injury to the corporation or by a reckless disregard for the best interests of the corporation and, in respect of any criminal matter, that such person had no reasonable cause to believe his conduct was unlawful; the presumption recited in this Section 5.1 can be rebutted only by clear and convincing evidence, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.

     SECTION 5.2. Court-Approved Indemnification.

     Anything contained in these regulations or elsewhere to the contrary notwithstanding:

     (A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted 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, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for an act or omission occasioned by his deliberate intent to cause injury to the corporation or by his reckless disregard for the best interests of the corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and

     (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.2.

     SECTION 5.3. Indemnification for Expenses.

     Anything contained in these regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him in connection therewith.

     SECTION 5.4. Determination Required.

     Any indemnification required under Section 5.1 and not precluded under Section 5.2 shall be made by the corporation only upon a determination that such indemnification is proper in the circumstances because the officer or director has met the applicable standard of conduct set forth in Section 5.1. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.4 at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have

been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.4); and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.4 shall be evidence in rebuttal of the presumption recited in Section 5.1. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.4 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in thee right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

     SECTION 5.5. Advances for Expenses.

     The provisions of Section 1701.13(E).(5)(a) of the Ohio Revised Code do not apply to the corporation. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.1 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, his relevant action or failure to act was occasioned by his deliberate intent to cause injury to the corporation or his reckless disregard for the best interests of the corporation, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the circumstances, he is fairly and reasonably entitled to all or part of such indemnification.

     SECTION 5.6. Article 5. Not Exclusive.

     The indemnification provided by this Article 5 shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the articles, these regulations, any agreement, a vote of 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 an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     SECTION 5.7. Insurance.

     The corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of

any person who is or was a director, officer, employee, agent or volunteer of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, 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 obligation or the power to indemnify him against such liability under the provisions of this Article 5. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     SECTION 5.8. Certain Definitions.

     For purposes of this Article 5, and as an example and not by way of limitation: (A) A person claiming indemnification under this Article 5 shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him) and (B) References to an “other enterprise” shall include employee tax benefit plans; references to a “fine” 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, 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.

     SECTION 5.9. Venue.

     Any action, suit or proceeding to determine a claim for, or for repayment to the corporation of, indemnification under this Article 5 may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Franklin County, Ohio. The corporation and (by claiming or accepting such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any such action, suit or proceeding.

ARTICLE 6

EXAMINATION OF BOOKS BY SHAREHOLDERS

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts and documents of the corporation shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in these regulations. No shareholder shall be denied any right to inspect any book record, account or document of the corporation. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall

at all times during usual hours of business be open to examination of every shareholder at the principal office or place of business of the corporation.

ARTICLE 7

DIVIDENDS, SURPLUS, ETC.

     The board of directors may declare dividends on the shares of the corporation whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the corporation render advisable. Dividends may be declared subject to the provisions of the articles and of these regulations and to the extent and as permitted by law.

     The board of directors at any time may cause the corporation to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the corporation unless such dividend or purchase or acquisition will not breach any contract or covenants of the corporation and it is reasonably believed that after such dividend or purchase or acquisition will not cause the assets of the corporation to be less than its liabilities plus stated capital. The corporation shall not speculate in its own shares or in the shares of any affiliated corporation.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the corporation’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the corporation. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 7, shall be deemed to have been so set aside by the board of directors for one or more said purposes.

ARTICLE 8

SEAL

     The board of directors may provide a corporate seal, which shall bear the full name of the corporation.

ARTICLE 9

AMENDMENT OF REGULATIONS

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without .a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

EX-3.166

Exhibit 3.166

ARTICLES OF INCORPORATION

VOCA CORPORATION OF FLORIDA

     The undersigned incorporator, for the purposes of forming a corporation under the Florida Business Corporation Act, hereby adopts the following Articles of Incorporation.

ARTICLE I — NAME

     The name of the corporation shall be VOCA Corporation of Florida.

ARTICLE II — PRINCIPAL OFFICE

     The principal place of business and mailing address of this corporation shall be 5555 Parkcenter Circle, Suite 200, Dublin, Ohio 43017.

ARTICLE III — SHARES

     The number of shares of stock that this corporation is authorized to have outstanding at anyone time is 1000.

ARTICLE IV — INITIAL REGISTERED AGENT & ADDRESS

     The name and address of the initial registered agent is:

HIQ Corporate Services, Inc.

526 East Park Avenue,

Suite 200 Tallahassee,

Florida
32301

ARTICLE V — PURPOSE

     The purpose or purposes for which the corporation is formed are to engage in any lawful act or activity for which a corporation may be formed under Chapter 607 of the Florida statutes.

ARTICLE VI — INCORPORATOR

     The name and street address of the incorporator to these Articles of Incorporation is:

Anne M. Sturtz

5555 Parkcenter Circle, Suite 200

Dublin, Ohio 43017

     The undersigned incorporator has executed these Articles of Incorporation this 8^th day of April, 1997.

/s/ Anne M. Sturtz

Anne M. Sturtz

EX-3.167

Exhibit 3.167

BY-LAWS

OF

VOCA CORPORATION OF FLORIDA

ARTICLE I

SHAREHOLDERS

     SECTION 1.1. Annual Meeting. An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2. Special Meeting. A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of the meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least fourteen (14) and not more than sixty-five (65) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Florida, as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notices or waivers of notice thereof.

     SECTION 1.4. Notice of Meetings.

     Every shareholder shall furnish the secretary of the corporation with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than seven (7) days before nor more than sixty (60) days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by

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mail, postage prepaid at the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meetings of shareholders in accordance with Section 1.12.

     Every notice of a special shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder,, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

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1)

2)

3) Roll call;

Appointment of inspectors of election, if requested;

Proof of notice of meeting or waiver thereof,

A QUORUM BEING PRESENT:

4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6)	Report of officers, if any;
7)	Reports of committees, if any;
8)	Election of directors, if any;
9)	Unfinished business, if any; and
10)	New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

SECTION 1.9. Voting.

     Each holder of a share or shares of the class or classes, entitled to vote by law or the articles of incorporation shall be entitled to vote in person or by proxy for each such share registered in his or her name on the books of the corporation. As provided in Section 1.11 of this Article, a record date for determining which shareholders are entitled to vote at any meeting may be fixed.

     Shares of its own stock belonging to the corporation shall not be voted directly or indirectly. Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. A shareholder whose voting shares are pledged shall be entitled to vote the shares standing in his or her name on the books of the corporation.

     Upon a demand for a share vote upon any question by any shareholder present in person or by proxy at any meeting and entitled to vote thereat, such share vote shall be by ballot. Each ballot shall be signed by the shareholder voting or in his or her name by proxy if there be such proxy, and shall state the number of shares voted by him or her. Otherwise, share votes shall be made orally.

     SECTION 1.10 Proxies

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent to or give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically

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provided, actions taken by proxy or proxies shall be governed by the provisions of existing law or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

     SECTION 1.11 Fixing Record. Date.

     The board of directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend. or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.12. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of the shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.13. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of Florida, the articles or these regulations maybe taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

Board of Directors

     SECTION 2.1 General Powers of Board.

     The powers of the corporation shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the board of directors, except as otherwise provided by the law of Florida, the articles or these regulations.

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     SECTION 2.2 Number and Qualifications.

     The number of directors, none of whom need be shareholders of the corporation, shall not be fewer than three (3) nor more than seven (7); provided, however, that if the corporation at any time has less than three (3)shareholders, the number of directors may be less than three (3) but not less than the number of shareholders. The precise number of directors may be fixed and from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall-have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors, by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At each meeting of the shareholders for the election of directors at which a quorum is present, those persons constituting a majority of the number of directors to be elected receiving the greatest number of common share votes, and those other persons receiving the greatest number of total votes shall be the directors.

     SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed, dies or is adjudged mentally incompetent, each directors shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein, or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the

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     whole authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8. Bylaws.

     The Board of Directors may adopt bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meetings and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of these by-laws.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the board of directors. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10 Removal of Directors.

     Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11 Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of Florida, the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE E 3

Officers

SECTION 3.1. Number and Titles.

     The officers of the corporation shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its. discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

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Any person may hold two or more offices and perform the duties thereof No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the corporation shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the corporation shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and. Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned or is removed. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3. Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the corporation may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

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     SECTION 3.5. Resignations.

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the corporation may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8. subject to the control of the board of directors. The president shall superintend and manage the business of the corporation; coordinate and supervise the employees; fix the compensation of, discipline and discharge its personnel; employ agents, professional advisers and consultants; and perform all functions of a general manager of the corporation’s business. He or she may sign certificates for shares in the corporation. He or she may sign, execute, and deliver in the name of the corporation all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the corporation to be fixed to any instrument.

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He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the corporation; receive and give receipts for amounts payable to the corporation from any sources whatsoever; deposit all monies in the name of the corporation in such depositaries pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositaries of the corporation signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transactions of the corporation and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the corporation and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and
(e)	Present to the shareholders at each annual meeting or the meeting held in lieu of it, the financial statements of the corporation and furnish copies of the statements to the shareholders.

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

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     SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13 The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders 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 these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the corporation and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the corporation and of the records thereof. Such records shall reflect the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each became the holder thereof,
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificates at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.12 above, certified by the officer or agent in charge of the transfer of shares;
(h)	Sign (or see that the treasurer or other proper officer of the corporation authorized by the board of directors signs) with the president or vice president, certificates for shares in the corporation;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

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(j) In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, by the president or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, president or the board of directors may designate.

ARTICLE 4

Shares and Their Transfer

     SECTION 4.1. Certificates for Shares.

     Every owner of one or more shares in the corporation shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the corporation owned by him or her. The certificates of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the corporation by the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the corporation shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate 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 certificates until such existing certificates shall have been so cancelled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the corporation shall be made only on the books of the corporation by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the corporation or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the corporation shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3. Regulations.

     The board of directors may make such rules and regulations as it may deem expedient, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules and regulations to be effective shall be incorporated in the Bylaws. It

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may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced, or mutilated but is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it cancelled and a new certificate issued in its place. The holder of any shares shall immediately notify the corporation if a certificate shall be lost, destroyed, or mutilated beyond recognition and the corporation may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the corporation a bond with such surety or sureties and in such sum as it shall direct, to indemnify the corporation and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of Florida.

ARTICLE 5

Examination of Books by Shareholders

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts, and documents of the corporation shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in the Bylaws. No shareholder .shall be denied any right to inspect any book record, account or document of the corporation. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours for business be open to examination of every shareholder at the principal office or place of business of the corporation.

ARTICLE 6

Dividends, Surplus, Etc..

     The board of directors may declare dividends on the shares in the corporation whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the corporation render advisable. Dividends may be declared subject to the provisions of the articles of incorporation and of these regulations and to the extent and as permitted by law.

     The board of directors at any time may cause the corporation to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes, or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or

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purchase or acquire .any shares of the corporation unless such dividend or purchase or acquisition will not breach any contract or covenants of the corporation and it is reasonably believed that after such dividend or purchase or acquisition, the corporation will be able to pay its obligations as they become due in the usual course of its affairs, and such dividend or purchase or acquisition will not cause the assets of the corporation to be less than its liabilities plus stated capital. The corporation shall not speculate in its own shares or in the shares of any affiliated corporation.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the corporation’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the corporation. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 6, shall be deemed to have been so set aside by the board of directors for one or more of said purposes.

ARTICLE 7

Seal

     The board of directors may provide a corporate seal, which shall bear the full name of the corporation.

ARTICLE 8

Amendment of Regulations

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

ARTICLE 9

Indemnification and Limitation of Liability

     SECTION 9.1. Indemnification.

     The corporation shall indemnify officers, directors, employees and agents who are made party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, due to the fact that the person was or is serving as an officer, director, employee or agent, pursuant to the provisions of Section 607.0850 of the Florida Statutes.

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     SECTION 9.2. The corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 indemnified him against such liability under this Article 9. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     SECTION 9.3. As used in Article 9, references to the corporation include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is serving at the request of such a constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article 9 with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. As used in Article 9, words of the masculine gender shall include the feminine gender.

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EX-3.168

Exhibit 3.168

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

     To Whom These Presents Come, Greeting:

     WHEREAS, there has been presented to me at this office, Articles of Amendment for:

RMS OF INDIANA, INC.

     and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

      The name of the corporation is amended as follows:

VOCA CORPORATION OF INDIANA

     NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

     The effective date of these Articles of Amendment is December 29, 1997.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twenty-ninth day of December  , 1997.

________
Deputy

EX-3.169

Exhibit 3.169

VOCA CORPORATION OF INDIANA

Indianapolis, Indiana
September 21, 1993

CODE OF REGULATIONS

     1. OFFICES AND CORPORATE SEAL

     1.1 Principal Office. The corporation shall maintain a principal office in Indianapolis, Indiana. For purposes of this Code of Regulations, the principal office shall be 6919 East 10th Street, Suite E, Indianapolis, Indiana.

     1.2 Other Offices. The corporation may also maintain offices at such other place or places, either within or without the State of Indiana, as may be designated from time to time by the Board of Directors, and the business of the corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

     1.3 Seal. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the corporation.

     2. SHAREHOLDERS

     2.1 Shareholders’ Meetings. All meetings of shareholders shall be held at such place as may be fixed from time to time by the Board of Directors, or in the absence of direction by the Board of Directors, by the President of the Board of Directors of the corporation, or upon written request of the holders of at least fifty percent (50%) of the corporation’s outstanding shares, either within or without the State of Indiana, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     2.2 Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     2.3 Notice of Annual Meetings. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) or more then fifty (50) days before the date of the meeting. Shareholders entitled to vote at the meeting shall be determined as of four (4) o’clock in the afternoon on the day before notice of the meeting is sent.

     2.4 List of Shareholders. The officer who has charge of the stock ledger of the corporate shall prepare and make, at least ten (10) days before every meeting of the shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address 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 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 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 present. The up to date Share Journal of the corporation may be used to comply with this paragraph.

     2.5 Special Meetings of Shareholders. Special meetings of the shareholders, for any purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may 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 shareholders owning a majority in amount of the entire capital stock of the corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

     2.6. Notice of Special Meetings. 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 fifty (50) days before the date of the meeting to each shareholder of record entitled to vote at such meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. Shareholders entitled to vote at the meeting shall be determined as of four (4) o’clock in the afternoon on the day before notice of the meeting is sent.

     2.7 Quorum and Adjournment. The holders of a majority of shares issued, outstanding, and entitled to vote at the meeting, present in person, by telephone, or represented 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 entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the

meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, 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 (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 shareholder of record entitled to vote at the meeting.

     2.8 Majority Required. When a quorum is present at any meeting either in person or by telephone, the vote of the holders of a majority of the voting power present, whether 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 Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

     2.9 Voting. At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period.

     2.10 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of 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, shall be signed by the holders of all of the outstanding shares entitled to vote with respect to the subject matter of the action.

     2.11 Waiver of Notice. Attendance of shareholder at a meeting shall constitute waiver of notice of such meeting, except when such attendance at the meeting is for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any shareholder may waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before or after the time of the meeting.

     3. DIRECTORS

     3.1 Number of Directors. The number of Directors which shall constitute the whole board shall be set by the shareholders from time to time, but requiring a minimum of three directors. The Directors shall be elected at the annual meeting of the shareholders, and each Director elected shall hold office until a successor is elected an qualified. Directors need not be shareholders. Directors may be removed any time by a majority vote of the stockholders.

     3.2 Vacancies. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by the affirmative vote of a majority of the remaining Directors then in office, though not less than a quorum, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner replaced. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

     3.3 Power. The business and affairs 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 as are not by statute, the Articles of Incorporation or these Regulations directed or required to be exercised or done by the shareholders.

     3.4 Place of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Indiana, in person or by telephone.

     3.5 Annual Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of shareholders and in the same place as the annual meeting of shareholders, and no notice to the newly elected Directors of such meeting shall be necessary in order to legally hold the meeting, provided a quorum shall be present in person or by telephone. In the event such meeting is not held, 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 by all of the Directors.

     3.6 Regular Meetings. 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.

     3.7 Special Meetings. Special meetings of the Board may be called by the President on one (1) day’s notice to each Director, either personally by mail, by telegram, or by telephone; special meetings shall be called by the President in like manner and on like notice on the written request of any Director.

     3.8 Quorum. A majority of the membership of the Board of Directors shall constitute a quorum and the concurrence of a majority of those present shall be sufficient to conduct the business of the Board, except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present in person or by telephone at any meeting of the Board of Directors, the Directors then present may adjourn the meeting to another

time or place, without notice other than announcement at the meeting, until a quorum shall be present.

     3.9 Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or this Code of Regulations, 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.

     3.10 Compensation. 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. The amount or rate of such compensation of members of the Board of Directors shall be established by the Board of Directors.

     3.11 Waiver of Notice. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any Director may waive notice of any annual, regular, or special meeting of Directors by executing a written waiver of notice either before or after the time of the meeting.

     4. MEETINGS BY CONFERENCE TELEPHONE

     Members of the Board of Directors or shareholders may participate in their respective meetings by means of a conference telephone or similar communications equipment, provided

that all persons participating in the meeting can hear every other person at the same time. Participating in a meeting by such means shall constitute presence in person at such meeting for all persons.

     5. OFFICERS

     5.1 Designation of Titles. The officers of the corporation. shall be chosen by the Board of Directors and shall be a President, Vice President, Secretary and Treasurer. The Board of Directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers, and a chair of the board. Any number of offices may be held by the same person, unless statute, the Articles of Incorporation or these Regulations otherwise provide.

     5.2 Appointment of Officers. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a President and Secretary, one or more Vice Presidents, and a Treasurer, each of whom shall serve at the pleasure of the Board of Directors. The Board of Directors at any time may appoint a chair of the Board and such other officers and agents as it shall deem necessary to hold offices at the pleasure of the Board of Directors and to exercise such powers and perform such duties as shall be determined from time to time by the Board.

     5.3 Salaries. The salaries of the officers may be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the corporation.

     5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors at any time.

     5.5 Chair of the Board. The Chair of the Board, if one shall have been appointed and be serving, shall preside at all meetings of the Board of Directors and shall. perform such other duties as from time to time may be assigned to him/her.

     5.6 President. The President shall preside at all meetings of shareholders, and the President shall preside at all meetings of the Board of Directors if a Chair is not appointed. He/she shall sign all deeds and conveyances, all contracts and agreements, and all other instruments requiring execution on behalf of the corporation, and shall act as operating and directing head of the corporation, subject to policies established by the Board of Directors.

     5.7 Vice President. There shall be as many Vice Presidents as shall be determined by the Board of Directors from time to time, and they shall perform such duties as from time to time may be assigned to them. Any one of the Vice Presidents, as authorized by the Board, shall have all the powers and perform all the duties of the President in case of the temporary absence of the President or in case of his/her temporary inability to act. In case of the permanent absence or inability of the President to act, the office shall be declared vacant by the Board of Directors and a successor chosen by the Board.

     5.8 Secretary. The Secretary shall see that the minutes of all meetings of shareholders and of the Board of Directors, and of any standing committees are kept. He/she shall be the custodian of the corporate seal if one is adopted and shall affix it to all proper instruments when deemed advisable. The Secretary shall give or cause to be given required notices of all _meetings of the shareholders and the Board of Directors. He or she shall have charge of all the books of account, and in general shall perform all the duties incident to the office of Secretary of a corporation and such other duties as may be assigned to him.

     5.9 Treasurer. The Treasurer shall have general custody of all the funds and securities of the corporation except such as may be required by law to be deposited with any state official. He/she shall see to the deposit of the funds of the corporation in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under his/her direction and supervision, and he/she shall render financial statements to the President, Directors, and shareholders at proper times. The Treasurer shall have charge of the preparation and filing of such reports, financial statements, and returns as may be required by law. The Treasurer shall give to the corporation such fidelity bonds as may be required, and the premium therefore shall be paid by the corporation as an operating expense.

     5.10 Assistant Secretaries. There may be such number of assistant secretaries as from time to time the Board of Directors may fix, and such persons shall perform such functions as from time to time may be assigned to them.

     5.11 Assistant Treasurers. There may be such number of assistant treasurers as from time to time the Board of Directors may fix, and such persons shall perform such functions as from time to time may be assigned to them.

     6. CERTIFICATE FOR SHARES

     6.1 Issue of Shares. The certificates of shares of the corporation shall be signed by the President.

     6.2 Transfer of Certificates. The shares of the corporation shall be transferrable only on the books of the corporation upon surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by a duly authorized attorney or agent.

     6.3 Lost. Stolen or Destroyed Certificates. The corporation. may issue a new certificate for shares of stock in the place of any certificate previously issued and alleged to have been lost, stolen or destroyed, but the Board of Directors may require the registered holder of the shares represented by such lost, stolen or destroyed certificate, or the holder’s legal representative, to furnish an affidavit as to such loss, theft, or destruction, and may require him/her to give a bond in such form and substance, and with such surety or sureties, with fixed or open penalty, as it may direct to indemnify the corporation against any claim that may be made on account of the alleged loss, theft or destruction of such certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is not imprudent to do so.

     7. DIVIDENDS

     The Board of Directors shall have the authority to declare dividends.

     8. FISCAL YEAR

     The fiscal year of the corporation shall be as determined by the Board of Directors.

     9. REPEAL, ALTERATION OR AMENDMENT

     The Code of Regulations may be repealed, altered or amended, or a substitute Code of Regulations may be adopted at any time by a majority of the directors.

September 21, 1993

EX-3.170

Exhibit 3.170

ARTICLES OF INCORPORATION
OF
VOCA CORPORATION OF MARYLAND

     FIRST: I, Stephen P. Matthews, whose post office address is 1025 Thomas Jefferson Street, N.W., Suite 300E, Washington, D.C. 20007, being at least eighteen years of age, hereby form a corporation under and by virtue of the general laws of the State of Maryland.

     SECOND: The name of the corporation (the “Corporation”) is VOCA Corporation of Maryland.

     THIRD: The period of its duration is perpetual.

     FOURTH: The purposes for which the Corporation is formed are:

     To operate facilities for mentally retarded and for developmentally disabled persons; and to do anything permitted by Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time.

     FIFTH: The post office address of the principal office of the Corporation is 1350 W. Fifth Avenue, Suite 214, Columbus, Ohio 43212. The MD po address is the same as the resident agent’s.

     SIXTH: The post office address of the Resident Agent of the Corporation is The Corporation Trust Incorporated 32 South Street, Baltimore, Maryland 21202.

     SEVENTH: The aggregate number of shares which the Corporation is authorized to issue is 100,000 shares, all of which shall be Class A common stock with One Dollar ($1.00) par value.

     EIGHTH: The Corporation shall have five directors, which number may be increased or decreased pursuant to the Bylaws of the Corporation, but shall never be less than three, or, if there are fewer than three shareholders, less than the number of shareholders. The persons who shall serve as directors until the first annual meeting, or until their successors are duly chosen and qualified are:

Vincent D. Pettinelli
5943 Macewen Court
Dublin, OH 43017

Frank E. Murphy
4393 Shire Creek Court
Columbus, OH 43220

Ray C. Anderson
13971 Copperfield Lane
Pickerington, OH 43147

Cleveland Corbett
4500 Morning ride Court
Columbia, MD 21043

Stephen Lewis
1937 Collingswood Road
Columbus, OH 43221

     NINTH: The name and address of the incorporator is Stephen P. Matthews, 1025 Thomas Jefferson Street, N.W., Suite 300E, Washington, D.C. 20007.

     IN WITNESS WHEREOF, I have signed these Articles of Incorporation this 4^th day of December, 1989 and I acknowledge the same to be my act.

/s/ Stephen P. Matthews

Stephen P. Matthews

Incorporator

VOCA CORPORATION OF MARYLAND

ARTICLES OF AMENDMENT

     VOCA Corporation of Maryland, a Maryland Corporation having its principle office located at 5323 Falmouth Road, Bethesda, Maryland 20816 (hereinafter called the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST: The charter of the Corporation is hereby amended by adding to the Articles of Incorporation two additional articles, Articles TENTH and ELEVENTH, which shall read as follows:

     TENTH. The Corporation elects to have preemptive rights.

     ELEVENTH. Indemnification and Limitation of Liability.

     Section 1.

(a)   The Corporation shall indemnity any director made a party to any proceeding by reason of service in that capacity unless it is established that:

(1) The act or omission of the Director made a party to any proceeding by reason of service in that capacity unless it is established that:

(2) The Director actually received an improper personal benefit in money, property, or services; or

(3) In the case of any criminal proceeding, the Director had reasonable cause to believe that the act or omission was unlawful.

     (b)    (1) The Corporation shall indemnify such Director(s) against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the Director in connection with the proceeding. However, if the proceeding was one by or in the right of the Corporation, indemnification may not be made in respect of any proceeding in which the Director shall have been adjudged to be liable to the Corporation.

     (c)    The termination of any proceeding by judgment, order or settlement does not create a presumption that the Director did not meet the requisite standard of conduct set forth in this Article. The termination of any proceeding by conviction or plea of polo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Director did not meet the standard of conduct.

     Section 2.    The Corporation shall not indemnify a Director in respect of any proceeding charging improper personal benefit to the Director whether or not involving action in the Director’s official capacity in which the Director was adjudged to be liable on the basis that personal benefit was improperly received.

     Section 3.    The Corporation shall indemnity Directors against reasonable expenses incurred by the Director in connection with proceedings in which the Director has been successful, on the merits or otherwise, in the defense of such proceeding referred to in Section 1 of this Article Eleventh.

     Section 4.    A court of appropriate jurisdiction which may be the same court in which the proceeding involving the Director’s liability took place, upon application of a Director and such notice as the court shall require, may order indemnification in the following circumstances:

     (a)    If it determines a Director is entitled to reimbursement under Section 3 of this Article Eleventh, the court shall order indemnification in which case the Director shall be entitled to recover the expenses of securing such reimbursement; or

     (b)    If it determines that the Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Director has met the standards of conduct set forth in Section 1 of this

Article Eleventh or has been adjudged liable under the circumstances described in Section 2 of this Article Eleventh, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any proceeding by or in the right of the Corporation or in which liability shall have been adjudged in the circumstances described in Section 2 of this Article Eleventh shall be limited to expenses.

Section 5.

     (a)    The Corporation shall not indemnify a Director under Section 1 of this Article Eleventh unless authorized for a specific proceeding after a determination has been made that indemnification of the Director is permissible in the circumstances because the Director has met the standard of conduct set forth in Section 1 of this Article Eleventh.

     (b)    The Corporation shall be made:

               (1)    By the Board of Directors by a majority vote of a quorum consisting of Directors not, at the time parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more Directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated Directors who are parties may participate;

               (2)    By special legal counsel selected by the Board of Directors or a committee of the Board by a majority vote of a quorum consisting of Directors, not, at the time parties to the proceeding, or, if the requisite quorum of the full Board cannot be obtained therefore and the committee cannot be established by a majority vote of the full Board in which Directors who are parties may participate.

               (3)    By the Stockholders.

(c)    Authorization of the indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the manner specified in Section 4(b)(2) of this Article Eleventh for selection of such counsel.

(d)    Shares held by Directors who are parties to the proceeding may not be voted on the subject matter under this Section 5 of Article Eleventh.

Section 6.

(a)    The Corporation shall pay or reimburse reasonable expenses incurred by a Director in advance of the final disposition of the proceeding upon receipt by the Corporation of:

     (1) A written affirmation by the Director of the Director’s good faith belief that the standard of conduct necessary for indemnification by the Corporation as authorized in this Article Eleventh has been met; and

     (2) A written undertaking by or on behalf of the Director to replay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(b)    The undertaking required by Section 6(a)(2) of this Article Eleventh shall be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make the repayment.

(c)    Payments under this Section 6 of this Article Eleventh shall be made as provided by the Articles of Incorporation, the By-Laws or contracts or as specified in Section 5 of this Article Eleventh.

     Section 7.    The indemnification and advancement of expenses provided or authorized by this Section may not be deemed exclusive of any other rights by indemnification or otherwise, to which a Director may be entitled under the Articles of Incorporation, the By-Laws, a resolution for Stockholders or Directors an agreement or otherwise, both as to action in an official capacity or as to action in another capacity while holding such office.

     Section 8.    This Article Eleventh does not limit the Corporation’s power to pay or reimburse expenses incurred by a Director in connection with an appearance as a witness in a proceeding at a time when the Director has not been made a named defendant or respondent in the proceeding.

     Section 9.    The definitions and references contained in Maryland General Corporation Law Section 2-418 shall apply to this Article Eleventh.

     Section 10. The Corporation shall indemnify and advance expenses to officers, employees and agents of the Corporation to the same extent that it shall indemnify Directors under this Article Eleventh.

     Section 11.    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 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, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or rising out of such person’s position, whether or not the Corporation would have the power to indemnify against liability under the provisions of this Article Eleventh.

(a)    The Corporation may provide similar protection, including a trust fund, letter of credit, or surety bond, not inconsistent with this Article Eleventh.

(b)    The insurance or similar protection may be provided by a subsidiary or an affiliate of the Corporation.

     Section 12.    The Corporation shall report in writing to Stockholders with the notice of the next Stockholders’ meeting or prior to the meeting any indemnification of, or advance of expenses to, a Director in accordance with this Article Eleventh, if arising out of a proceeding by or in the right of the Corporation.

     SECOND: The board of directors of the Corporation by unanimous written consent pursuant to Section 2-408 of Corporations and Associations Article of the Annotated Code of Maryland on December 31^st 1992, duly adopted a resolution in which was set forth in the foregoing amendment to the charter, declaring that the said amendment of the charter was proposed advisable and directing that it be submitted for action thereon by the stockholders of the Corporation.

     THIRD: That the said amendment has been consented to and authorized by the holders of all the issued and outstanding stock of the Corporation entitled to vote, by a unanimous written consent, given in accordance with the provisions of Section 2-505 of Corporations and Associations Article of the Annotated Code of Maryland and filed with the records of stockholders meetings.

     FOURTH: The amendment of the charger of the Corporation as hereinabove set forth has been duly advised by the board of directors and approved by the stockholders of the Corporation.

     FIFTH: These Articles of Amendment shall become effective on the 31^st day of December, 1992.

     IN WITNESS WHEREOF , VOCA Corporation of Maryland has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on December 31^st, 1992.

VOCA Corporation of Maryland

By: /s/ Vincent D. Pettinelli, President

Witness:

/s/ Anne M. Sturtz, Secretary

     THE UNDERSIGNED, President of VOCA Corporation of Maryland, who executed on behalf of said corporation the foregoing Articles of Amendment, of which this certificate is and a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Amendment to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

/s/ Vincent D. Pettinelli, President

EX-3.171

Exhibit 3.171

BYLAWS OF
VOCA CORPORATION OF
MARYLAND

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of the Corporation shall be at the office of the registered agent as named in the Articles of Incorporation or in any subsequent statement.

     Section 2. Additional Offices. The Corporation may also have offices at such other places, both within and without the State of Maryland, as the Board of Directors may form time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place. A meeting of stockholders for any purpose may be held at such time and place, within or without the State of Maryland, as the Board of Directors may fix from time to time and as shall be stated in the notice of the meeting or duly executed waiver of notice thereof.

     Section 2. Annual Meeting. The annual meeting of the’ shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 3. Special Meetings. Special meetings of thee stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board, if any, the President, the Secretary, the Board of Directors or the holders of one-fourth (1/4) or more of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at any such meeting.

     Section 4. Notices of Annual and Special Meetings. Except as otherwise provided by law, the Articles of Incorporation or as otherwise set forth herein, written notice of any annual or special meeting of stockholders, stating the place, date and time thereof and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 90 days prior to the meeting. Notice of any meeting of stockholders (whether annual or special) to vote upon a plan of merger or consolidation to which the Corporation is to be a party shall be given to each stockholder entitled to vote at such meeting not less than 20 nor more than 50 days prior to such meeting.

     Section 5. Presiding Officer; Order of Business.

               (a) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or, if he is not present (or, if there is none), by the President, or, if he is not present, by such person who may have been chosen by the Board of Directors, or, if none of such persons is present, by chairman to be chosen by the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy. The Secretary of the Corporation, or, if he is not present, an Assistant Secretary, or, if he is not present, such person as may be chosen by the Board of Directors, shall act as secretary of meetings of stockholders, or, if none of such persons is present, the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy shall choose any person to act as secretary of the meeting.

          (b) The following order of business, unless otherwise ordered at the meeting by the chairman thereof, shall be observed as far as practicable and consistent with the purposes of the meeting:

1.	Call of the meeting to order.
2.	Presentation of proof of mailing of the notice of the meeting and, if the meeting is a special meeting, the call thereof.
3.	Presentation of proxies.
4.	Announcement that a quorum is present.
5.	Reading and approval of the minutes of the previous meeting.
6.	Reports, if any, of officers.
7.	Election of directors, if the meeting is an annual meeting or a meeting called for that purpose.
8.	Consideration of the specific purpose or purposes for which the meeting has been called (other than the election of directors), if the meeting is a special meeting.
9.	Transaction of such other business as may properly come before the meeting.
10.	Adjournment.

     Section 6. Quorum; Adjournments. The holders of a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote, present in person or represented by proxy, shall be necessary to, and shall constitute a quorum for, the transaction of business at all meetings of the stockholders, except as otherwise provided by law or in the Articles of Incorporation. If, however, a quorum shall not be present or represented at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, until a quorum shall be present or represented. Even if a quorum shall 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 the power to adjourn the meeting from time to time for good cause, without notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, until a date which is not more than 30 days after the date of the original meeting. At any such adjourned meeting, at which a quorum shall be present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than 30 days, or if after the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

     Section 7. Voting.

               (a) At any meeting of stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law or the Articles of Incorporation, each stockholder of record shall be entitled to one vote on each matter submitted to a vote for each share of capital stock registered in his name on the books of the Corporation.

               (b) All elections shall be determined by plurality vote, and except as otherwise provided by law or the Articles of Incorporation, all other matters shall be determined by a vote of a majority of the shares present in person or represented by proxy and voting on such other matters.

     Section 8. Action by Consent. Any action required or permitted by law or the Articles of Incorporation to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Such written consent shall be filed with the minutes of meetings of stockholders.

ARTICLE III

DIRECTORS

     Section 1. General Powers; Number; Tenure. The business and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts and things which are not by law, the Articles of Incorporation or these Bylaws directed or required to be exercised or performed by the stockholders. The number of directors of the Corporation which shall’ constitute the whole board shall not be less than three, or less than the number of stockholders if there are fewer than three stockholders. The first board shall consist of five directors; thereafter, within the limits above specified, the number of directors shall be determined by the stockholders. 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 the next succeeding annual meeting of the stockholders or until his successor shall have been elected and qualified. Directors need not be stockholders or residents of the State of Maryland.

     Section 2. Vacancies. Except as otherwise provided by the Articles of Incorporation, any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of directors, may be filled ‘by a majority vote in the remaining directors, although less than a quorum. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose. Each director so chosen shall hold office until the expiration of the term of his predecessor in office. If there are no directors in office, any officer or stockholder

may call a special meeting of stockholders in accordance with the provisions of the Articles of Incorporation or these Bylaws, at which meeting such vacancies shall be filled.

Section 3. Removal; Resignation.

               (a) Except as otherwise provided by law or the Articles of Incorporation, at a special meeting of stockholders called expressly for that purpose, any director may be removed, ^-with or without cause, by a vote of stockholders holding a majority of the shares entitled to vote at an election of directors.

               (b) Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if_. any, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors or_. the designated officer It shall not be necessary for a resignation to be accepted before it becomes effective.

     Section 4. Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without ^_. the State of Maryland — as may be provided by resolution adopted by a majority of the Board of Directors.

     Section 5. Annual Meeting. The annual meeting of each newly-elected Board of Directors shall be held immediately following the annual meeting of stockholders, 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.

     Section 6. Regular Meetings. Additional regular meetings of the Board of Directors may be held without notice, at such time and place as may from time to time be determined by the Board of Directors.

     Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, or President on at least 2 days notice to each director, if such notice is delivered personally or sent by telegram, or on at least 3 days notice if sent by mail. Special meetings shall be called by the Chairman of the Board, if any, President or Secretary in like manner and on like notice on the written request of one or more directors then in office. Any such notice need not state the purpose or purposes of such meeting except as provided in Article XI.

     Section 8. Quorum; Adjournments. Except as may be otherwise specifically provided by law or the Articles of Incorporation, at all meetings of the Board of Directors, a majority of the number of directors fixed by these Bylaws 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. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. Compensation. Directors shall be entitled to such compensation for their services as directors, officers or otherwise and to such reimbursement for any reasonable expenses incurred in attending directors’ meetings as may from time to time be fixed by the affirmative vote of a majority of the directors then in office, irrespective of any personal interest of any director. The compensation of directors may be on such basis as is determined by the Board of Directors. Any director may waive compensation for any meeting.

     Section 10. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent setting forth the action so to be taken shall be signed by all members of the Board of Directors. Such written consent shall be filed with the minutes of its proceedings.

     Section 11. Meeting By Conference Telephone. The directors may participate in a meeting of the board of directors, or any committee thereof, by means of a conference — 7 — telephone or similar communications equipment by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

ARTICLE IV

COMMITTEES

     Section 1. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these Bylaws, designate 2 or more directors to constitute an Executive Committee, one of whom shall be designated as Chairman of the Executive Committee. Each member of the Executive Committee shall continue as a member thereof until the expiration of his term as a director, or his earlier resignation, unless sooner removed a member or a director.

     Section 2. Powers. The Executive Committee shall have and may exercise, to the extent provided in the resolution specified in Section 1 of Article IV, all of the rights, powers and authority of the Board of Directors.

     Section 3. Procedure; Meetings. The Executive Committee may fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the Executive Committee shall provide. The Executive Committee shall keep regular minutes of its meetings and deliver such minutes to the Board of Directors.

     The Chairman of the Executive Committee, or, in his absence, a member of the Executive Committee chosen by a majority of the members present, shall preside at meetings of the Executive Committee, and another member thereof chosen by the Executive Committee shall act as Secretary of the Executive Committee.

     Section 4. Quorum. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members thereof shall be required for any action of the Executive Committee.

     Section 5. Other Committees. The Board of Directors, by resolutions adopted by a majority of the directors at a meeting at which a quorum is present, may appoint such other committee or committees as it shall deem advisable and with such limited authority as the Board of Directors shall prescribe.

     Section 6. Vacancies; Chancres; Discharge. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

     Section 7. Compensation. Members of any committee shall be entitled to such compensation for their services as members of any such committee and to such reimbursement for any reasonable expenses incurred in attending committee. meetings as may from time to time be fixed by the affirmative vote of a majority. off the___directors then in office. Any member may waive compensation for any meeting.

     Section 8. Action by Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a written consent setting forth the action so to be taken shall be signed by all members of such committee. Such written consent shall be filed with the minutes of the proceedings.

ARTICLE V

NOTICES

     Section 1. Form; Delivery. Whenever, under the provisions of law, the Articles of Incorporation or these Bylaws,. notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice unless otherwise specifically provided, 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. Such notices shall be deemed to be given at the time they are deposited in the United States mail addressed as aforesaid with postage thereon prepaid. Notice to a director or stockholder may also be given personally or by telegram sent to his address as it appears on the records of the Corporation.

     Section 2. Waiver; Effect of Attendance. Whenever any notice is required to be given under the provisions 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 equivalent to the giving of such notice. In addition, any stockholder who attends a meeting. of stockholders in person, or is represented at such meeting by proxy, or any director who attends a meeting of the Board of Directors, or any member of a committee who attends a meeting of such committee, shall be deemed to have had timely and proper notice of the meeting, unless such stockholder (or his proxy), director or committee member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

OFFICERS

     Section 1. Designations. The officers of the Corporation shall be chosen by the Board of Directors and shall consist of a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, other Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers and other officers and/or agents as it shall deem necessary or appropriate. The election or appointment of any officer of the Corporation shall not of itself create contract rights for any such officer. All officers of the Corporation shall exercise such powers and perform such duties as may be provided in these Bylaws or as shall from time to

time be determined by resolution of the Board of Directors not inconsistent with these Bylaws. Any 2 or more offices may be held by the same person except the offices of President and Secretary.

     Section 2. Term of Office; Removal. The Board of Directors at its annual meeting after each annual meeting of stockholders shall choose a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, other Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers, and such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall hold office until his successor is chosen and shall qualify. Any officer or_. agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be. filled for the unexpired portion of the term by the Board of Directors.

     Section 3. Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

     Section 4. The Chairman of the Board. The Chairman of the Board (if the Board of Directors so deems advisable and selects one) shall be an officer of the Corporation and, subject to the direction of the Board of Directors, shall perform such executive, supervisory and management functions and duties as may be assigned to him from time to time by the Board. He shall, if present, preside at all meetings of stockholders and of the Board of Directors..

Section 5. The President.

          (a) The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. In general, he shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect. In addition to and not in limitation of the ^-foregoing,. the President shall be empowered to authorize any change of the registered office or registered agent (or both) of the corporation in State of Maryland.

          (b) Unless otherwise prescribed by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at any meeting of security holders of other corporations in which the Corporation may hold securities. At such meeting the President 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. The Board of Directors may from time to time confer like powers upon any other person or persons.

     Section 6. The Vice President. The vice President (or in the event there be more than one, the vice Presidents in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the President or in the event of his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

     Section 7. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all votes and the proceedings of the

meetings in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other committees, if required. He shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President, under whose supervision he shall act. He shall have custody of the 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, the seal 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 thereof by his signature.

     Section 8. The Assistant Secretary. The Assistant Secretary, if any (or in the event there be more than one, the Assistant Secretaries in the order designated, or in the absence of any designation, in the order of their election), shall in the absence of the Secretary or in the event of his disability, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

     Section 9. The Treasurer. The Treasurer shall have the custody of the, corporate funds and other valuable effects, including. securities, and shall keep full and accurate accounts of receipts and disbursements 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 from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors by taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     Section 10. The Assistant Treasurer. The Assistant Treasurer, if any (or in the event there shall be more than one, the Assistant Treasurers in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the Treasurer or in the event of his disability, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

ARTICLE VII

INDEMNIFICATION OF CERTAIN PERSONS

     Section 1. Power to Indemnify. The Corporation shall have the power to indemnify any person who was or is a director or officer of the Corporation and who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative 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 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 reason to believe his conduct was unlawful. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

     Section-2. Mandatory Indemnification. To the extent that any person specified in section 1 of this Article has been successful on the merits or otherwise in the defense of any such action, suit or proceeding, 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.

     Section 3. Determination of Indemnification. Any indemnification under Section 1 of this Article (and, as to which, Section 2 of this Article is not applicable) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the appropriate person is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article. 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 such action, suit or proceeding, (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 stockholders.

ARTICLE VIII

STOCK CERTIFICATES

     Section 1. Form; Signatures.

          (a) Every holder of fully-paid capital stock of the Corporation shall be entitled to have a certificate, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, exhibiting on the face thereof the number and class (and series, if any) of shares owned by him. Each certificate representing stock in the Corporation shall also state upon the face thereof the name of the person to whom it is issued and that the corporation is organized under the laws of the — State of Maryland. Each such certificate ‘ shall be sealed with the seal of the Corporation or a facsimile thereof. In case any officer who has signed or whose facsimile signature was placed on a certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were, such officer at the date of its issue.

          (b) All stock certificates representing shares of capital stock which are subject to restrictions on transfer or to other restrictions shall have imprinted thereon such notation to such effect as may be determined by the Board of Directors.

     Section 2. Registration of Transfer. Except as otherwise provided by law, upon surrender to 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, to cancel the old certificate and to record the transaction upon its books.

     Section 3. Registered Stockholders.

          (a) Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person who is registered on its books as the owner of shares of its capital stock to receive dividends or other, distributions and to vote as such owner, and to hold liable for calls and assessments a person who is registered on its books as the owner of shares of its capital stock. The Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

          (b) If a stockholder desires that notices and/or dividends shall be sent to a name or address other than the name or address appearing on the stock ledger maintained by the Corporation, such stockholder shall have the duty to notify the Corporation in writing of such desire. Such written notice shall specify the alternate name or address to be used.

     Section 4. Record Date. In order that the Corporation may determine the stockholders of record who are entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or to make a determination of the stockholders of record for any other proper purpose,. the Board of Directors may, in advance, fix a date as the record date for any such determination. Such date shall not be more than 50 days before the date of any such meeting, nor more than 50 days prior to the date of any other action. For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders, such date shall not be less than 10- days immediately preceding such meeting. 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 taken pursuant to Section 6 of Article II; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting..

     Section 5. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation which is claimed 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, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stole nor destroyed certificate, 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, or other security in such form, as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate claimed to have been lost, stolen or destroyed.

ARTICLE IX

AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

     Section 1. Affiliated Transactions. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to the contract. or transactions are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

          (b) The material .facts as to his relationship or. interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders.

     Section 2. Determining Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes any contract or transaction specified in Section 1 of Article IX.

ARTICLE X

GENERAL PROVISIONS

     Section .1. Dividends. Except as otherwise provided bylaw and subject to the provisions of the Articles of Incorporation, dividends upon the outstanding capital stock of the Corporation may be declared by the Board of Directors at any annual, regular or special meeting and may be paid in cash, in property or in shares of the Corporation’s capital stock.

     Section 2. Reserves. The Board of Directors shall have full power, subject to the provisions of law and the Articles of Incorporation, to determine whether any, and, if so,-what part of the funds legally available for the payment of dividends shall be declared as dividends and paid to the stockholders of the Corporation. The Board of Directors, in its sole discretion, may fix a sum which may be set aside or reserved over and above the paid-in capital of the Corporation for working capital or as a reserve for any proper purpose, and may from time to time increase, diminish or vary such fund or funds.

     Section 3. Fiscal Year. The fiscal year of the Corporation shall be as determined from time to time by the Board of Directors.- The initial fiscal year of the Corporation shall be Jan. 1 to Dec. 31

     Section 4. Seal. The corporate seal shall have inscribed hereon the name of the Corporation, the year of its incorporation and___the words “Corporate Seal” and “ State of Maryland.”

ARTICLE XI

AMENDMENTS

     Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have the power to make, alter, amend and repeal these Bylaws, and to adopt new bylaws,, by an affirmative vote of a majority of the directors then in office, provided that notice of the proposal to make, alter, amend or repeal these Bylaws, or to adopt new bylaws, must be included in the notice of the meeting of the Board of Directors at which such action takes place.

EX-3.172

Exhibit 3.172

CERTIFICATE OF INCORPORATION
For Use by Domestic Profit Corporations)

This is to Certify that, there is hereby organized a corporation under and by virtue of the above Statute of New Jersey Statutes.

1.	Name of the Corporation is: VOCA Corporation of New Jersey
2.	Registered Agent: HIQ CORPORATE SERVICES, INC.
3.	Registered Office: 830 BEAR TAVERN ROAD CN 01828 TRENTON NJ 08628
4.	The purpose(s) for which this corporation is organized is (are) to engage in any activity within the purposes for which corporations may be organized under N.J.S.A.14A:1-1 et seq.
5.	The aggregate number of shares which the corporation shall have authority to issue is: 10,000
6.	If applicable, set forth the designation of each class and series of shares, the number in each and a statement of the relative rights, preferences and limitations.
7.	If applicable, set forth a statement of any authority vested in the Board to divide the shares into classes or series or both and to determine or change their designation number, relative rights, preferences and limitations.
8.	The first Board of Directors shall consist of 1 Directors. Vincent D. Pettinelli, 5555 Parkcenter Cr., Ste. 200, Dublin, OH 43017
9.	Name and address of Incorporator(s). Vincent D. Pettinelli, 5555 Parkcenter Cr., Ste. 200, Dublin OH 43017
10.	The Duration of the Corporation is: Perpetual

In Witness Whereof, each individual incorporator being over eighteen years of age has signed this certificate, or if the Incorporator is a corporation has caused this Certificate to be signed by its duly authorized officers this 9th day of December, 1994

EX-3.173

Exhibit 3.173

BY-LAWS

OF

VOCA CORPORATION OF NEW JERSEY

ARTICLE I

SHAREHOLDERS

     SECTION 1.1.    Annual Meeting. An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2.    Special Meeting. A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of the meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at. least fourteen (14) and not more than sixty-five (65) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3.    Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of New Jersey, as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notices or waivers of notice thereof

     SECTION 1.4.    Notice of Meetings.

     Every shareholder shall furnish the secretary of the corporation with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than seven (7) days before nor more than sixty (60) days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at

the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meetings of shareholders in accordance with Section 1.12.

     Every notice of a special shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5.    Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6.    Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7.    Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8.    Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

1) Roll call;

2)	Appointment of inspectors of election, if requested;
3)	Proof of notice of meeting or waiver thereof; A QUORUM BEING PRESENT:
4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6)	Report of officers, if any;
7)	Reports of committees, if any;
8)	Election of directors, if any;
9)	Unfinished business, if any; and
10)	New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9.    Voting.

     Each holder of a share or shares of the class or classes entitled to vote by law or the articles of incorporation shall be entitled to vote in person or by proxy for each such share registered in his or her name on the books of the corporation. As provided in Section 1.11 of this Article, a record date for determining which shareholders are entitled to vote at any meeting may be fixed.

     Shares of its own stock belonging to the corporation shall not be voted directly or indirectly. Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. A shareholder whose voting shares are pledged shall be entitled to vote the shares standing in his or her name on the books of the corporation.

     Upon a demand for a share vote upon any question by any shareholder present in person or by proxy at any meeting and entitled to vote thereat, such share vote shall be by ballot. Each ballot shall be signed by the shareholder voting or in his or her name by proxy if there be such proxy, and shall state the number of shares voted by him or her. Otherwise, share votes shall be made orally.

     SECTION 1.10    Proxies.

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent to or give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of existing law or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

     SECTION 1.11    Fixing Record Date.

     The board of directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the corporation after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.12.    List of Shareholders. at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of the shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.13.    Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of New Jersey, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

Board of Directors

     SECTION 2.1    General Powers of Board.

     The powers of the corporation shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the board of directors, except as otherwise provided by the law of New Jersey, the articles or these regulations.

     SECTION 2.2    Number and Qualifications.

     The number of directors, none of whom need be shareholders of the corporation, shall not be fewer than three (3) nor more than seven (7); provided, however, that if the corporation at any time has less than three (3)shareholders, the number of directors may be less than three (3) but not less than the number of shareholders. The precise number of directors may be fixed and from time to time changed by resolution adopted by the vote of holders of shares representing a majority of

the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors, by the affirmative vote of a majority of those in. office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4.    Election of Directors.

     At each meeting of the shareholders for the election of directors at which a quorum is present, those persons constituting a majority of the number of directors to be elected receiving the greatest number of common share votes, and those other persons receiving the greatest number of total votes shall be the directors. Any shareholder may cumulate his or her vote at an election of directors upon fulfillment of the conditions prescribed in Section 14A:5-21 of the New Jersey Statutes or any future statute of like effect.

     SECTION 2.5.    Term of Office.

     Unless he or she shall earlier resign, is removed, dies or is adjudged mentally incompetent, each directors shall hold office until: l) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6.    Resignation.

     Any director may resign by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7.    Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8.    Bylaws.

     The Board of Directors may adopt bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meetings and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of these by-laws.

     SECTION 2.9.    Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the board of directors. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10    Removal of Directors.

     Any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11    Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of New Jersey, the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE 3

Officers

     SECTION 3.1.    Number and Titles.

     The officers of the corporation shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the corporation shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the corporation shall have.

     SECTION 3.2.    Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned or is removed. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such. election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3.    Additional Officers, Agents,. etc.

     In addition to the officers mentioned in Section 3.1, the corporation may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4.    Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5.    Resignations.

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6.    Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

     SECTION 3.7.    Powers, Authority and Duties of Officers.

     Officers of the corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8.    The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the corporation’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the corporation may require to be brought to the board’s attention.

     SECTION 3.9.    The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8. subject to the control of the board of directors. The president shall superintend and manage the business of the corporation; coordinate and supervise the employees; fix the compensation of, discipline and discharge its personnel; employ agents, professional advisers and consultants; and perform all functions of a general manager of the corporation’s business. He or she may sign certificates for shares in the corporation. He or she may sign, execute, and deliver in the name of the corporation all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the corporation or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the corporation to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10.    The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the

president or the board of directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the corporation; receive and give receipts for amounts payable to the corporation from any sources whatsoever; deposit all monies in the name of the corporation in such depositaries pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositaries of the corporation signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transactions of the corporation and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the corporation and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and
(e)	Present to the shareholders at each annual meeting or the meeting held in lieu of it, the financial statements of the corporation and furnish copies of the statements to the shareholders.

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

     SECTION 3.12.    The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13     The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders 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 these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the corporation and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or. through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the corporation and of the records thereof. Such records shall reflect the number of shares in the corporation issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each became the holder thereof,
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificates at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.12 above, certified by the officer or agent in charge of the transfer of shares;
(h)	Sign (or see that the treasurer or other proper officer of the corporation authorized by the board of directors signs) with the president or vice president, certificates for shares in the corporation;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14.    The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, by the president or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, president or the board of directors may designate.

ARTICLE 4

Shares and Their Transfer

     SECTION 4.1.    Certificates for Shares.

     Every owner of one or more shares in the corporation shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the corporation owned by him or her. The certificates of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the corporation by the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the corporation shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate 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 certificates until such existing certificates shall have been so cancelled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2.    Transfer of Shares.

     Transfers of shares in the corporation shall be made only on the books of the corporation by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the corporation or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the corporation shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3.    Regulations.

     The board of directors may make such rules and regulations as it may deem expedient, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules and regulations to be effective shall be incorporated in the Bylaws. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4.    Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced, or mutilated but is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it cancelled and a new certificate issued in its place. The holder of any shares shall immediately notify the corporation if a certificate shall be lost, destroyed, or mutilated beyond recognition and the corporation may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have

been lost or destroyed to give the corporation a bond with such surety or sureties and in such sum as it shall direct, to indemnify the corporation and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of New Jersey.

ARTICLE 5

Examination of Books by Shareholders

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts, and documents of the corporation shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in the Bylaws. No shareholder shall be denied any right to inspect any book record, account or document of the corporation. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours for business be open to examination of every shareholder at the principal office or place of business of the corporation.

ARTICLE 6

Dividends, Surplus, Etc.

     The board of directors may declare dividends on the shares in the corporation whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the corporation render advisable. Dividends may be declared subject to the provisions of the articles of incorporation and of these regulations and to the extent and as permitted by law.

     The board of directors at any time may cause the corporation to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes, or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the corporation unless such dividend or purchase or acquisition will not breach any contract or covenants of the corporation and it is reasonably believed that after such dividend or purchase or acquisition, the corporation will be able to pay its obligations as they become due in the usual course of its affairs, and such dividend or purchase or acquisition will not cause the assets of the corporation to be less than its liabilities plus stated capital. The corporation shall not speculate in its own shares or in the shares of any affiliated corporation.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the corporation’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the corporation. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 6, shall be deemed to have been so set aside by the board of directors for one or more of said purposes.

ARTICLE 7

Seal

     The board of directors may provide a corporate seal, which shall bear the full name of the corporation.

ARTICLE 8

Amendment of Regulations

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

ARTICLE 9

Indemnification and Limitation of Liability

     SECTION 9.1.    Indemnification.

     In case any person 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, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, itself, create a presumption that the person did not act 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 matter the subject of a criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

     SECTION 9.2.    In case any person 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, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for

profit, partnership, joint venture, trust or other enterprise, the corporation shall indemnify such person against expenses, including attorney’s 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 indemnifications shall be made in respect to any claim, issue, or matter as to which such person is adjudged to be liable for misconduct in the performance of his duty to the corporation unless and only to the extent that the court of common pleas, of the court in which such action or suit was brought, determines 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 as the court of common pleas or such other court shall deem proper.

     SECTION 9.3.    To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article 9, or in defense of any claim, issue, or matter therein, the corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

     SECTION 9.4.    Any indemnification under Sections l and 2 of this Article 9, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article 9. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified within the past five (5) years, (iii) by the shareholders, or (iv) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under clause (i) of this Section 4 or by independent legal counsel under clause (ii) of this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the corporation referred to in Section 2 of this Article 9, and within ten (10) days after the receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

     SECTION 9.5(a).    Unless the only liability asserted against a director in an action, suit, or proceeding referred to in Sections 1 and 2 of this Article 9 is pursuant to Section 14A:2-7(3) of the New Jersey Statutes, expenses, including attorneys’ fees, incurred by a director in defending the action, suit, or proceeding, shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (A) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation; and (B) reasonably

cooperate with the corporation concerning the action, suit or proceeding.

     SECTION 9.5(b). Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of this Article 9 may be paid by the corporation as they are incurred in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation.

     SECTION 9.6.    Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the corporation; provided, however, that, unless all directors are interested, the interested directors shall not participate and a quorum shall be one-third of the disinterested directors.

     SECTION 9.7.    The indemnification authorized by this Article 9 shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or 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, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     SECTION 9.8.    The corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 indemnified him against such liability under this Article 9. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     SECTION 9.9.    The authority of the corporation to indemnify persons pursuant to Sections 1 and 2 of this Article 9 does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to Section 5, 6, 7 and 8 of this Article 9. Sections 1 and 2 of this Article 9 do not create any obligation to repay or return payments made by the corporation pursuant to Sections. 5, 6, 7 and 8 of this Article 9.

     SECTION 9.10(a).    No person shall be found to have violated his duties to the corporation as a director of the corporation in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the corporation; (ii) a termination or potential termination of his service to the corporation as a director; or (iii) his service in any other position or relationship with the corporation), unless it is proved by clear and convincing evidence that the director has not acted: (i) in good faith; (ii) in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; or (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances.

     Notwithstanding the foregoing, nothing contained in this paragraph (a) limits the relief available under Section 14A: 3-5 of the New Jersey Statutes.

     SECTION 9.10(b)    In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the directors upon which he does not serve, duly established in accordance with the provisions of the corporation’s By-laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

     SECTION 9.10(c)    A director in determining what he reasonably believes to be in the best interests of the corporation shall consider the interests of the corporation’s shareholders and, in his discretion, may consider (i) the interests of the corporation’s employees, suppliers, creditors and customers; (ii) the economy of the state and nation; (iii) community and societal considerations; and (iv).the long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.

     SECTION 9.10(d)    A director shall be liable in damages for any action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Chapter 14A: 3 of the New Jersey Statutes or limits relief available under Section 14A: 3-5 of the New Jersey Statutes.

     SECTION 10.    As used in Article 9, references to the corporation include all constituent corporations in a consolidation or merger and the new, or surviving corporation, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is serving at the request of such a constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article 9 with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the

same capacity. As used in Article 9, words of the masculine gender shall include the feminine gender.

EX-3.174

Exhibit 3.174

State of North Carolina

Department of the Secretary of State

ARTICLES OF AMENDMENT

Pursuant to § 55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation:

1.	The name of the corporation is: VOCA Corporation of North Carolina
2.	The text of each amendment adopted is as follows: (State below or attach)
	(See attached)
3.	If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows:
4.	The date of adoption of each amendment was as follows: December 28th, 1992
5.	(Check either a, b, c, or d, whichever is applicable)

a.___	The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares.
b.___	The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.
c.___	The amendment(s) was (were) duly adopted by the board of directors without shareholder approval as shareholder approval was not required because (set forth a brief explanation of why shareholder action was not required)
d.X_	The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes

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	not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.
(e)	Indemnification provided by the Corporation in connection with a proceeding by or in the right of the Corporation that is concluded without a final adjudication on the issue of liability is limited to reasonable expenses incurred in connection with the proceeding.
(f)	The authorization, approval or favorable recommendation by the Board of Directors of the Corporation of indemnification shall not be deemed an act or corporate transaction in which a Director has a conflict of interest, and no such indemnification shall be void or voidable on such ground.

Section 2. Mandatory Indemnification. he Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a Director of the Corporation against reasonable expenses incurred by him in connection with the proceeding.

Section 3. Advance for Expenses. The Corporation shall pay expenses incurred by a Director in defending a proceeding in advance of the final disposition of said proceeding as authorized by the Board of Directors or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the Director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses.

Section 4. Court-Ordered Indemnification. A Director of the Corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Upon receipt of an application, the court after giving any notice the court considers necessary may order indemnification pursuant to the factors set forth in Section 55-8-54 of the North Carolina 1989 Business Corporation Act.

Section 5. Determination and Authorization of Indemnification.

(a) The Corporation shall not indemnify a Director under Section 1 of this Article 9 unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible under the circumstances because he has met the requisite standard of conduct set forth in Section 1 of this Article 9.

(b) The determination shall be made: (1) by the Board of Directors by majority vote of a quorum consisting of Directors not

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Article 6 of the Articles of Incorporation of VOCA Corporation of North Carolina shall be amended in its entirety to read as follows:

Article 6: The Corporation elects to have preemptive rights with respect to shares of the Corporation’s common stock, One Dollar ($1.00) par value per share.

Article 9 of the Articles of Incorporation of VOCA Corporation of North Carolina shall be amended in its entirety to read as follows:

Article 9: Indemnification and Limitation of Liability

Section 1. Power to Indemnify.

(a) Except as provided in Section (d) of this Article 9, Section 1, the Corporation shall indemnify an individual made a party to a proceeding because he is or was a Director against liability incurred in the proceeding if:

(1) he conducted himself in good faith; and

(2) he reasonably believed (i) in the case, of conduct in his official capacity with the Corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and

(3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

(b) A Director’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement set forth in Section 1(a)(2)(ii) of this Article 9.

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent is not, of itself, determinative that the Director did not meet the standard of conduct described in this section.

(d) The Corporation shall not indemnify a Director under the following situations: (1) in connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or (2) in connection with any other proceeding charging improper personal benefit to him, whether or

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at the time parties to the proceeding; (2) if a quorum cannot be obtained under Section 5(b)(1) of this Article 9, 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 or more Directors not at the time parties to the proceeding; (3), by special legal counsel (i) selected by the Board of Directors or its committee in the manner prescribed in Sections 5(b)(1) or 5(b)(2) of this Article 9; or (ii) if a quorum of the Board of Directors cannot be obtained under Section 5(b)(1) of this Article 9 and a committee cannot be designated under Section 5(b)(2) of this Article 9, selected by a majority vote of the full Board of Directors (in which selection Director who are parties may participate); or (4) 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.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under Section 5(b)(3) of this Article 9 to select counsel.

Section 6. Indemnification of Officers. Employees and Agents. The Corporation may purchase and maintain insurance on behalf of an individual 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, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a Director, officer, employee or agent, whether or not the Corporation would have the power to indemnify him against the same liability under any provision of the North Carolina 1989 Business Corporation Act.

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ARTICLES OF AMENDMENT
Page 2

     6. These articles will be effective upon filing, unless a delayed time and date is specified:                                                                                 

     This the 28^th day of December, 1992.

VOCA Corporation of North Carolina

Name of Corporation

/s/ Vincent D. Pettinelli, President

Signature

Vincent D. Pettinelli, President

Type or Print Name and Title

NOTES:

1. Filing fee is $50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.

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ARTICLES OF INCORPORATION
OF
VOCA CORPORATION OF NORTH CAROLINA

     I, the undersigned natural person of the age of eighteen years or more, do hereby make and acknowledge these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina.

     1. The name of the corporation is Voca Corporation of North Carolina.

     2. The period of duration of the corporation shall be perpetual.

     3. The purpose or purposes for which the corporation is organized are to engage in any lawful activity permitted under the North Carolina Business Corporation Act, N.C.G.S. Section 55-1 et seq., and subsequent amendments thereto.

     4. The corporation shall have the authority to issue One Hundred Thousand (100,000) shares with a par value of one Dollar ($1.00) per share.

     5. The minimum amount of consideration for its shares to be received by the corporation before it shall commence business is One Hundred Dollars ($100.00) in cash or property of equivalent value.

     6. The shareholders of the corporation shall have no preemptive right to acquire additional or treasury shares of the corporation.

     7. The address of the initial registered office of the corporation in the State of North Carolina is Suite 200, 3201 Glenwood Avenue, Raleigh, Wake County, North Carolina 27612; and the name of its initial registered agent at such address is D. Royce Powell.

     8. The number of directors of the corporation may be fixed by the bylaws, but shall not be less than three (3), except as permitted by N.C.G.S. 55-25. The number of directors constituting the initial Board of Directors shall be four (4) and the names and addresses of the

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persons who are to serve as directors until the first meeting of shareholders, or until their successors be elected and qualified are:

Names	Addresses
Vincent D. Pettinelli	5943 MacEwen
	Dublin, Ohio 43017
Frank E. Murphy	4393 Shire Creek Court
	Hilliard, Ohio 43026
Ray C. Anderson	13971 Copperfield Lane
	Pickerington, Ohio 43147
Stephen Lewis	1937 Collingswood Road
	Columbus, Ohio 43221

     9. To the fullest extent permitted by the North Carolina Business Corporation Act as it exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director.

     10. The name and address of the incorporator is D. Royce Powell, Suite 200, 3201 Glenwood Avenue, Raleigh, Wake County, North Carolina 27612.

     IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of September, 1989.

/s/ D. Royce Powell

                    D. Royce Powell

STATE OF NORTH CAROLINA
COUNTY OF WAKE

     I, Sunny Frazier, a Notary Public, do hereby certify, that D. ROYCE POWELL personally appeared before me this 28th day of September, 1989, and acknowledged the due execution of the foregoing Articles of Incorporation.

/s/ Sunny Frazier

Sunny Frazier

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My Commission expires:
My commission expires 11-14-93

NOTARY

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EX-3.175

Exhibit 3.175

BYLAWS

OF

VOCA CORPORATION OF NORTH CAROLINA

ARTICLE I.

OFFICES

     Section 1. Principal Office. The principal office of the corporation shall be located at 1350 West Fifth Avenue, Suite 214, Columbus, Ohio 43212.

     Section 2. Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina 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 North Carolina, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.

ARTICLE II.

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 North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.

     Section 2. Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

     Section 3. Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these by laws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article II. 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 may be called at any time by the President, Secretary or Board of Directors of the corporation, or by any shareholder pursuant to the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

     Section-5. Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than ten nor more than fifty days before the date of any shareholders’ meeting, either personally or by mail, by or at the direction of the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided that such notice must be given not less than twenty days before the date of any meeting at which a merger or consolidation is to be considered. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the record of shareholders of the corporation, with postage thereon prepaid.

     In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless such a statement is required by the provisions of the North Carolina Business Corporation Act.

     When a meeting is adjourned for thirty 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 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. Voting Lists. At least ten days before each meeting of shareholders the Secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and number of shares held by each, which list shall be kept on file at the registered office of the corporation for a period of ten days prior to such meeting, and shall be subject to inspection by any shareholders at any time during the usual business hours. This list shall also be produced and kept open at time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

     Section 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, except that at a substitute annual meeting of shareholders the number of shares there represented either in person or by proxy, even though less than a majority, shall constitute a quorum for the purpose of such meeting.

     The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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     In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a vote of the majority of the shares voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

     Section 8. Voting of Shares. Subject to the provisions of Section 4 of Article III, each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

     Except in the election of directors as governed by the provisions of Section 3 of Article III, the vote of a majority of the shares voted 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 charter or bylaws of this corporation.

     Shares of its own stock owned by the corporation, directly or indirectly, through a subsidiary corporation or otherwise, or held directly or indirectly in a fiduciary capacity by it or by a subsidiary corporation, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares at a given time.

     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 as part of the corporate records.

ARTICLE III.

BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

     Section 2. Number, Term and Qualification. The number of directors constituting the Board of Directors shall be four except as permitted by N.C.G.S. 55-25 as it is written on the date of the adoption of these bylaws. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor shall have been elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the corporation.

     Section 3. Election of Directors. Except as provided in Section 6 of this Article III, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

     Section 4. Cumulative Voting. Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote, or

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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. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the directors starts, his intention so to vote cumulatively; and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall thereupon grant a recess of not less than one nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.

     Section 5. Removal. Any directors may be removed at any time with or without cause by a vote of the shareholders holding a majority of the outstanding shares entitled to vote at an election of directors. However, unless the entire Board is removed, an individual director shall not be removed when the number of shares voting against the proposal for removal would be sufficient to elect a director if such shares could be voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting.

     Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director. 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 authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose.

     Section 7. Chairman of the Board. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

     Section 8. Compensation. The Board of Directors may compensate directors for their services as such and may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board.

ARTICLE IV.

MEETINGS OF DIRECTORS

     Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

     Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Such a meeting may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

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     Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice.

     The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.

     Section 4. Waiver of Notice. Any director may waive notice of any meeting. The attendance by 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.

     Section 5. Quorum. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

     Section 6. Manner of Acting. Except as otherwise provided in these bylaws, 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. 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 contrary vote is recorded or his dissent is otherwise 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 8. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

ARTICLE V.

EXECUTIVE COMMITTEE

     Section 1. Creation. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these bylaws, may designate two or more directors to constitute an Executive Committee, which committee, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. The designation of any committee, and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.

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     Section 2. Vacancy. Any vacancy occurring in an Executive Committee shall be filled by a majority of the number of directors fixed by these bylaws at a regular or special meeting of the Board of Directors.

     Section 3. Removal. Any member of an Executive Committee may be removed at any time with or without cause by a majority of the number of directors fixed by these bylaws.

     Section 4. Minutes. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.

     Section 5. Responsibility of Directors. The designation of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof, of any responsibility or liability imposed upon it or him by law.

     If action taken by an Executive Committee is not thereafter formally considered by the Board, a director may dissent from such action by filing his written objection with the Secretary with reasonable promptness after learning of such action.

ARTICLE VI.

OFFICERS

     Section 1. Officers of the Corporation. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

     Section 2. Election and Term. The officers of the corporation shall be elected by the Board of Directors and each officer shall hold office until his death, resignation, retirement, removal, disqualification or his successor shall have been elected and qualified.

     Section 3. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors and no officer shall serve the corporation in any other capacity and receive compensation therefor unless such additional compensation be authorized by the Board of Directors.

     Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board 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 5. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

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     Section 6. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders. He shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general he 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 7. Vice-Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-Presidents in the order of their length of service as Vice-Presidents, unless otherwise determined 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. Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.

     Section 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of shareholders, of the Board of Directors and of all Executive Committees 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 or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors, (f) have general charge of the stock transfer books of the corporation; (g) keep or cause to be kept in the State of North Carolina at the corporation’s registered office or principal place of business a record of the corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared voting lists prior to each general meeting of shareholders as required by law; and (h) 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 9. Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, 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. They shall perform such other duties as may be assigned to them by the Secretary, by the President, or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice-President, certificates for shares of the corporation.

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     Section 10. Treasurer. The Treasurer 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 depositories as shall be selected in Accordance with the provisions of Section 4 of Article VII of these bylaws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors, or by these bylaws.

     Section 11. Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless otherwise determined by the Board of Directors, 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. They shall perform such other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors.

ARTICLE VII.

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 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 and Drafts. All checks, drafts or other 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 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 depositories as the Board of Directors may select.

ARTICLE VIII.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. The corporation shall issue and deliver to each shareholder certificates representing all fully paid shares owned by him. Certificates shall be signed by the President or a Vice-President and by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All certificates for shares shall be

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consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued with the number and class of shares and the date of issue, shall be entered on the stock transfer books of the corporation.

     Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and on surrender for cancellation of the certificate for such shares.

     Section 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 claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the certificate of stock to have: been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors shall require that the owner of such lost or destroyed certificate, of his legal representative, give the corporation a bond in such sum as the Board may direct as indemnity against any claims that may be made against the corporation with respect to the certificate claimed to have been lost or destroyed, except where the Board of Directors by resolution finds that in the judgment of the directors the circumstances justify omission of a bond.

     Section 4. 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 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 record date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten 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.

     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 except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

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     Section 5. Holder of Record. The corporation may treat as absolute owner of shares the person in whose name the shares stand of record on its books just as if that person had full competency, capacity and authority to exercise all rights of ownership irrespective of any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate except that any person furnishing to the-corporation proof of his appointment as a fiduciary shall be treated as if he were a holder of record of its shares.

     Section 6. Treasury Shares. Treasury shares of the corporation shall consist of such shares as have been issued and thereafter acquired but not cancelled by the corporation. Treasury shares shall not carry voting or dividend rights.

ARTICLE IX.

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 cash, property, or its own shares pursuant to law and subject to the provisions of its charter.

     Section 2. Seal. The corporate seal of the corporation shall consist of-two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation.

     Section 3. Waiver of Notice. Whenever any notice is required to be given to any shareholder or director by law, by the charter 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 equivalent to the giving of such notice.

     Section 4. Fiscal Year. The fiscal year of the corporation shall end on December 31st of each year.

     Section 5. Repayment of Disallowed Salary and Expenses. Any payments made by the corporation to an officer of the corporation, such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him which shall be disallowed in whole or in part as a deductible expense of the corporation by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from its future compensation payments until the amount owed to the corporation has been recovered.

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     Section 6. Amendments. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors.

     The Board of Directors shall have no power to adopt a bylaw: (1) prescribing quorum or voting requirements for action by shareholder or directors different from those prescribed by law; (2) increasing or decreasing the number of directors; or (3) classifying and staggering the election of directors.

     No bylaw adopted or amended by the shareholders shall be amended or repealed by the Board of Directors, except to the extent that such bylaw expressly authorizes its amendment or repeal by the Board of Directors.

     Notice of the foregoing restrictions shall be noted conspicuously on the face or back of each and every certificate for shares issued by the corporation.

     Section 7. Indemnification. The Corporation will indemnify all of its officers, directors, employees and agents against liability and litigation expenses, including reasonable attorneys’ fees, arising out of their status as such or their activities.. in any of the foregoing capacities. The Corporation will not indemnify any person against liability or litigation expenses he may incur on account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the Corporation. Any officer, director, employee or agent who is entitled to indemnity under this provision or under any other law from the Corporation may recover from the Corporation his reasonable costs, expenses and attorneys’ fees in connection with the enforcement of his rights to the indemnification set forth herein. Any person claiming a right of indemnification under this provision or under law shall have the right to a hearing before the entire Board of Directors of the Corporation, at which all relevant evidence shall be heard, and the decision of the Board of Directors as to the eligibility of such person. for indemnification hereunder shall be decided within twenty (20) days after. the date of such hearing. This provision shall not affect any person’s rights under any law to contest the Corporation’s denial of this entitlement to indemnification hereunder.

     The intent of this Bylaw provision is to afford indemnification to the Corporation’s directors, officers, employees and agents to the fullest extent allowed under the laws of the State of North Carolina, specifically including Sections 55-19, 55-200 and 55-21 of the General Statutes of North Carolina, or any successor provision of the law.

     I, Stephen Lewis, do hereby certify that I am the duly elected and qualified Secretary of VOCA Corporation of North Carolina, a corporation organized under the laws of the State of North Carolina, and that the foregoing is a true and correct copy of the bylaws adopted by unanimous consent of the Board of Directors in accordance with law and the Articles of Incorporation of said corporation on the 28th day of September, 1989.

     WITNESS WHEREOF, I have affixed my name as Secretary and have caused the corporate seal of said corporation to be hereunto affixed this 28th day of September, 1989.

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/s/ Stephen Lewis  

Stephen Lewis 

Secretary 

(Corporate Seal)

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EX-3.176

Exhibit 3.176

ARTICLES OF INCORPORATION
OF
VOCA CORPORATION OF OHIO

     The undersigned, desiring to form a corporation for profit under the Ohio General Corporation Law, does hereby certify:

     FIRST: The name of the corporation shall be VOCA CORPORATION OF OHIO.

     SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is Columbus, Franklin County, Ohio.

     THIRD: The purpose or purposes for which the corporation is formed are to engage in any lawful act or activity for which a corporation may be formed under Sections 1701.01 to 1701.98, inclusive of the Ohio Revised Code.

     FOURTH: The Corporation shall be authorized to issue Seven Hundred Fifty (750) shares of common stock with no par value.

     FIFTH: The Corporation by its directors, may purchase or redeem shares of any class of stock issued by it at such price and upon such terms as may be agreed upon between the directors and the selling shareholder or shareholders.

     SIXTH: A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a seller,. purchaser or otherwise, nor shall any contract or transaction be void or voidable with respect to the Corporation for the reason that it is between the Corporation and one or more of its directors or officers or between the Corporation and any other person in which one or more of its directors or any officers are directors, trustees, or officers, or have a financial or personal interest, or for the reason that one or more interested directors or officers participate in or vote at the meeting of the directors or a committee thereof which authorizes such contract or transaction, if in any such case: (a) the material facts as to his

or their relationship or interests and as to the contract or transaction are disclosed or are known to the directors or the committee and the directors or committee, in good faith reasonably justified by such facts, authorize the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum, or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholder entitled to vote thereon and the contract or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitled them to exercise a majority of the voting power of the Corporation held by persons not interested in the contract or transaction; or (c) the contract or transaction is fair as to the corporation as of the time it is authorized or approved by the directors, a committee thereof, or the shareholders. Common or interested directors may he counted in determining the presence of a quorum at a meeting of the directors, or a committee thereof which authorizes the contract or transaction.

     SEVENTH: Each person who at any time is or shall have been a director, officer, employee or agent of the Corporation or is or shall have been serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and his or her heirs, executors and administrators, shall be indemnified by the corporation in accordance with and to the full extent permitted by the Ohio Corporation Act [Revised Code Section 1701.13(E)] as in effect at the time of the filing of these articles, or as amended from time to time thereafter. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any director, trustee, officer, employee, agent or other person may be entitled in any capacity as a matter of law or under any regulation, agreement, vote of shareholders or directors, or otherwise. If authorized by the Board of

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Directors, the Corporation may purchase and maintain insurance against liability on behalf of any such person to the full extent permitted by law in effect at the time of the filing of these Articles or as changed from time to time.

     IN WITNESS WHEREOF, the undersigned has hereunto subscribed its name this 28th day of February, 1989.

	VOCA CORPORATION OF OHIO
	/s/
By:	Vincent D. Pettinelli
	INCORPORATOR

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CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
VOCA CORPORATION OF OHIO

     Vincent D. Pettinelli, President, and Anne M. Sturtz, Secretary, of VOCA Corporation of Ohio, an Ohio corporation. with its principle office located at 5555 Parkcenter Circle, Suite 203. Dublin, Ohio 43017-3586, do hereby certify that pursuant to Ohio Revised Code Section 1701.01, an instrument in writing signed by the holder of all of the shares of the corporation entitling them to vote on the proposal to amend the Articles of incorporation, as contained in the following resolution, was duly executed by all of such shareholders pursuant to the authority of Ohio Revised Code Section 1701.54, as of December ___, 1992, and that, pursuant to which, by affirmative vote of the holders of shares entitling their to exercise all of the voting power of the corporation on such proposal, the following resolutions were adopted to amend the Articles:

     RESOLVED, that Article SECOND be deleted in its entirety and the following replaced therefor:

     SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is Dublin, Franklin County, Ohio.

     RESOLVED FURTHER, that Article SEVENTH be amended in its entirety to read as follows:

     SEVENTH: Indemnification and Limitation of Liability:

     Section 1. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee. officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 he in or not opposed to he best interests of the Corporation, and with respect to any matter the subject of a criminal, action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding or Judgment, order, settlement, or conviction, or upon a plea of nolo contendere, or its equivalent, shall not, itself, create a resumption that the person did not act 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 matter the subject of criminal action, suit or proceeding that he had reasonably cause to believe that his conduct was unlawful.

     Section 2.                     any person was or is a party, or is threatened to be made a                                         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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, the Corporation shall indemnify such person against expenses, including attorney’s 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 indemnifications shall be made in respect of any of the following: (i) any claim, issue, or matter us to which such person is adjudged to be liable for misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas, or the court in which such action or suit was brought, determines 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 as the court of common pleas or such other court shall deem proper; or (ii) any action or suit in which he only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.

     Section 3. To the extent that a director, trustee, officer; employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article SEVENTH, or in defense of any claim, issue, of matter therein, the Corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

     Section 4. Any indemnification under Sections 1 and 2 of this Article SEVENTH, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article SEVENTH. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified within the past five (5) years, (iii) by the shareholders, or (iv) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under clause (i) of this Section 4 or by independent legal counsel under clause (ii) of this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the Corporation referred to in Section 2 of this Article SEVENTH, and within ten (10) days after the receipt of such notification, such person shall have the right to petition the court of common pleas of the court in which such action or suit was brought to review the reasonableness of such determination.

     Section 5. (a) Unless the only liability asserted against a director in an action, suit or proceeding referred to in Sections 1 and 2 of this Article SEVENTH is pursuant to Section 1701.9; of the Ohio Revised Code, expenses, including attorneys’ fees, incurred by a director in defending the action. suit, or proceeding, shall be paid by the Corporation as they are incurred, in advance of

the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (A) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; and (B) reasonably cooperate with the Corporation, concerning the action, suit or proceeding.

     (b) Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of this Article SEVENTH may be paid by the Corporation as they arc incurred in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific Case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, if it ultimately is determined that he is not entitled to he indemnified by the Corporation.

     Section 6. Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the Corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the Corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the Corporation; provided, however, that, unless alt directors are interested, the interested directors shall not participate and a quorum shall he one-third of the disinterested directors.

     Section 7. The indemnification authorized by this Article SEVENTH shall not be exclusive of, and shall be in addition to, any other rights granted to these seeking indemnification under the Articles of Incorporation or 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. and shall continue as to a person who has ceased to be a director, trustee officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     Section 8. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance or behalf of or for 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 ___ corporation, domestic or foreign.                                                                                   partnership, joint venture                      or other enterprise against any liability asserted against him and incurred by hint in any such capacity, or arising out of his status as such, whether or not the Corporation would have indemnified him against such liability

under this Article SEVENTH. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

     Section 9. The authority of the Corporation to indemnify persons pursuant to Sections 1 and 2 of this Article SEVENTH does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to Sections 5, 6, 7 and 8 of this Article SEVENTH. Sections 1 and 2 of this Article SEVENTH do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6, 7 and 8 of this Article SEVENTH.

     Section 10. (a) No person shall be found to have violated his duties to the Corporation as director of the Corporation in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the Corporation; (ii) a termination or potential termination of his service to the Corporation as a director; or (iii) his service in any other position or relationship with the Corporation), unless it is proved by clear and convincing evidence that the director has not acted: (i) in good faith; (ii) in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; or (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding he foregoing, nothing contained in this paragraph (a) limits the relief available under Section 1701.60 of the Ohio Revised Code.

     (b) In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the Corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the directors upon which he does not serve, duly established in accordance with the provisions of the Corporation’s Regulations, as to matters within its designated authority. which committee the director reasonably believes to merit confidence.

     (c) A director in determining what he reasonably believes to be in the best interests of the Corporation shall consider the interests of tine Corporation’s shareholders and, in his discretion, may consider (i) the interests of the Corporation’s employees, suppliers, creditors and customers; (ii) the economy of state and nation; (iii) community and societal considerations; and (iv) the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the Corporation.

     (d) A director shall be liable in damages for any action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a

Court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interest of the Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.00 of the Ohio Revised Code.

     Section 11. As used in Article SEVENTH, references to the Corporation include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such a constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, shall include the feminine gender.

     FURTHER RESOLVED, that Article EIGHTH be added in the Amended Articles of Incorporation to read as follows:

     EIGHTH: There shall be no cumulative voting rights with respect to shares of the Corporation’s common Stock, with no par value per share.

     IN WITNESS WHEREOF, Vincent D. Pettinelli, President, and Anne M. Sturtz, Secretary, of VOCA Corporation of Ohio acting on behalf of the corporation, have hereunto subscribed their names as of the ___ day of December, 1992.

VOCA CORPORATION OF OHIO
By	/s/ Vincent D. Pettinelli
	Vincent D. Pettinelli, President
By	/s/ Anne M. Sturtz
	Anne M. Sturtz, Secretary

EX-3.177

Exhibit 3.177

CODE OF REGULATIONS
OF
VOCA CORPORATION OF OHIO

ARTICLE I

SHAREHOLDERS

     SECTION 1.1. Annual Meeting. An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2. Special Meeting. A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of the meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least fourteen (14) and not more than sixty-five .(65) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Ohio, as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notices or waivers of notice thereof.

     SECTION 1.4. Notice of Meetings.

     Every shareholder shall furnish the secretary of the company with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than 7 days before nor more than 60 days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

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     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meetings of shareholders in accordance with Section 1.13.

     Every notice of a special shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the company, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the company shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

1)	Roll call;
2)	Appointment of inspectors of election, if requested;
3)	Proof of notice of meeting or waiver thereof;

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	A QUORUM BEING PRESENT:
4)	Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;
5)	Report of the board of directors, if any;
6)	Report of officers, if any;
7)	Reports of committees, if any;
8)	Election of directors, if any;
9)	Unfinished business, if any; and
10)	New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9. Voting.

     Each holder of a share or shares of the class or classes entitled to vote by law or the articles of incorporation shall be entitled to vote in person or by proxy for each such share registered in his or her name on the books of the company. As provided in Section 1.12 of this Article, a record date for determining which shareholders are entitled to vote at any meeting may be fixed.

     Shares of its own stock belonging to the company shall not be voted directly or indirectly. Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. A shareholder whose voting shares are pledged shall be entitled to vote the shares standing in his or her name on the books of the company.

     Upon a demand for a share vote upon any question by any shareholder present in person or by proxy at any meeting and entitled to vote thereat, such share vote shall be by ballot. Each ballot shall be signed by the shareholder voting or in his or her name by proxy if there be such proxy, and shall state the number of shares voted by him or her. Otherwise, share votes shall be made orally.

     SECTION 1.10 Proxies

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent to or give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of Section 1701.48 of the Ohio Revised Code or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

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     SECTION 1.11 Inspectors of Election.

     Inspectors of election may be appointed and act as provided in Section 1701.50 of the Ohio Revised Code or any future statute of like tenor or effect.

     SECTION 1.12 Fixing Record Date.

     The board of directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the. books of the company after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.13. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of the shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.14. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of Ohio, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

Board of Directors

     SECTION 2.1 General Powers of Board.

     The powers of the company shall be exercised, its business and affairs shall be conducted and its property shall be controlled by the board of directors, except as otherwise provided by the law of Ohio, the articles or these regulations.

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     SECTION 2.2 Number and Qualifications.

     The number of directors, none of whom need be shareholders of the company, shall not be fewer than three nor more than seven; provided, however, that if the company at any time has less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. The precise number of directors may be fixed and from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At each meeting of the shareholders for the election of directors at which a quorum is present, those persons constituting a majority of the number of directors to be elected receiving the greatest number of common share votes, and those other persons receiving the greatest number of total votes shall be the directors. Any shareholder may cumulate his or her vote at an election of directors upon fulfillment of the conditions prescribed in Section 1701.55 of the Ohio Revised Code or any future statute of like effect.

     SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed, dies or is adjudged mentally incompetent, each directors shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified.

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the company. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

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     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole authorized board. A vacancy, exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8. Bylaws

     The Board of Directors may adopt a code of bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meetings and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of these regulations.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the board of directors. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

     SECTION 2.10 Removal of Directors.

     Any directors may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11 Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of Ohio, the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE 3

Officers

     SECTION 3.1. Number and Titles.

     The officers of the company shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant

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treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof. No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the company shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the company shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned or is removed. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3 Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the company may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director.

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to

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which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or, superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5. Resignations

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the company shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the company’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the company may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8. subject to the control of the board of directors. The president shall superintend and manage the business of the company; coordinate and supervise the employees; fix the compensation of, discipline and discharge its personnel; employ agents, professional advisers and consultants; and perform all functions of a general manager of the company’s business. He or she may sign certificates for shares in the company as provided in Section 1701.24 of the Ohio Revised Code or any other pertinent statute. He or she may sign, execute, and deliver in the name of the company all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the company’s normal

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business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the company or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the company to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of directors may designate.

     SECTION 3.11. The Treasurer. The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the company; receive and give receipts for amounts payable to the company from any sources whatsoever; deposit all monies in the name of the company in such depositaries pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositaries of the company signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the company from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transactions of the company and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the company and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and
(e)	Present to the shareholders at each annual meeting or the meeting held in lieu of it, the financial statements required by Section 1701.38 of the Ohio Revised Code or any future statute of like effect and furnish copies of the statements to the shareholders as required by Section 1701.38 or any future statute.

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     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

     SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

     SECTION 3.13 The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders 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 these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the company and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board directors may appoint, of the issue, transfer and registration of certificates for shares in the company and of the records thereof. Such records shall reflect the number of shares in the company issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each became the holder thereof;
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificates at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.13 above, certified by the officer or agent in charge of the transfer of shares;

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(h)	Sign (or see that the treasurer or other proper officer of the company authorized by the board of directors signs) with the president or vice president, certificates for shares in the company;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, by the president or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, president or the board of directors may designate.

ARTICLE 4

Shares and Their Transfer

     SECTION 4.1. Certificates for Shares.

     Every owner of one or more shares in the company shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the company owned by him or her. The certificates of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the company by the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the company shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate surrendered to the company for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificates until such existing certificates shall have been so cancelled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the company shall be made only on the books of the company by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the company or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the company shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

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     SECTION 4.3. Regulations.

     The board of directors may make such rules and regulations as it may deem expedient, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules and regulations to be effective shall be incorporated in the Bylaws. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced, or mutilated but is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it cancelled and a new certificate issued in its place. The holder of any shares shall immediately notify the company if a certificate shall be lost, destroyed, or mutilated beyond recognition and the company may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the company a bond with such surety or sureties and in such sum as it shall direct, to indemnify the company and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of Ohio.

ARTICLE 6

Examination of Books by Shareholders

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts, and documents of the company shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in the Bylaws. No shareholder shall be denied any right to inspect any book record, account or document of the company as specified in Section 1701.37 of the Ohio Revised Code or any other Ohio law. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours for business be open to examination of every shareholder at the principal office or place of business of the company.

ARTICLE 6

Dividends, Surplus, Etc.

     The board of directors may declare dividends on the shares in the company whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the company render advisable. Dividends may be declared subject to the provisions of

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the articles of incorporation and of these regulations and to the extent and as permitted by Section 1701.33 of the Ohio Revised Code or any future statute of like tenor or effect.

     The board of directors at any time may cause the company to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes, or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the company unless such dividend or purchase or acquisition will not breach any contract or convenants of the company and it is reasonably believed that after such dividend or purchase or acquisition, the company will be able to pay its obligations as they become due in the usual course of its affairs, and such dividend or purchase or acquisition will not cause the assets of the company to be less than its liabilities plus stated capital. The company shall not speculate in its own shares or in the shares of any affiliated company.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the company’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the company. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 6, shall be deemed to have been so set aside by the board of directors for one or more of said purposes.

ARTICLE 7

Seal

     The board of directors may provide a corporate seal, which shall bear the full name of the company.

ARTICLE 8

Amendment of Regulations

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

END -— CODE OF REGULATIONS

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EX-3.178

Exhibit 3.178

ARTICLES OF INCORPORATION

OF

VOCA CORPORATION OF WEST VIRGINIA, INC.

The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia, adopts the following Articles of Incorporation for such corporation. FILED IN DUPLICATE:

     I. The undersigned agrees to form a corporation by the name of VOCA Corporation of West Virginia, Inc.

     II. The address of the principal office of said corporation will be 1350 West Fifth Avenue, Suite 214, Columbus, Ohio, 43212.

     III. The purpose or purposes for which this corporation is formed are as follows:

     To purchase, to receive by way of gift, subscribe for, invest in, and in all other ways acquire, import, lease, possess, maintain, handle on consignment, own, hold for investment or otherwise use, enjoy, exercise, operate, manage, conduct, perform, make, borrow, guarantee, contract in respect of, trade and deal in, sell, exchange, let, lend, export, mortgage, pledge, deed in trust, hypothecate, encumber, transfer, assign, and in all other ways dispose of, design, develop, invent, improve, equip, repair, alter, fabricate, assemble, build, construct, operate, manufacture, plant, cultivate, produce, market, and in all other ways (whether like or unlike any of the foregoing) deal in and with property of every kind and character, real, personal or mixed, tangible or intangible, wherever situate and however held, including, but not limited to, money, credits, choses in action, securities, stocks, bonds, warrants, script, certificates, debentures, mortgages, notes, commercial paper and other obligations and evidences of interest in or indebtedness of any person, form or corporation, foreign or domestic, or of any government or subdivision or agency thereof, documents of title, and accompanying rights, and every other kind

1

and character of personal property, real property, improved and unimproved, and the products and avails thereof, and every character of interest therein and appurtenances, thereto, including, but not limited to, mineral, oil, gas and water rights, all or any part of any going business and its incidents, franchises, subsidies, charters, concessions, grants, rights, powers or privileges, granted or conferred by any government or subdivision or agency thereof, and any interest in or part of any of the foregoing, and to exercise in respect thereof all of the rights, powers, privileges, and immunities of individual owners or holders thereof.

     To hire and employ agents, servants and employees, and to enter into agreements of employment and collective bargaining agreements, and to act as agent, contractor, trustee, factor or otherwise, either alone or in company with others.

     To promote or aid in any manner, financially or otherwise, any person, firm, association or corporation, and to guarantee contracts and other obligations.

     To let concessions to others to do any of the things that this corporation is empowered to do, and to enter into, make, perform and carry out contracts and arrangements of every kind and character with any person, firm, association or corporation, or any government or authority or subdivision or agency thereof.

     To carry on any business whatsoever that this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or that it may deem calculated, directly or indirectly, to improve the interests of this corporation, and to do all things specified in Chapter 31 of the West Virginia Code, and to have and to exercise all powers conferred by the laws of the State of West Virginia on corporations formed under the laws, pursuant to which and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended, and to do any and all things hereinabove set forth to the

2

same extent and as fully as natural persons might or could do, either alone or in connection with other persons, firms, associations or corporations, and in any part of the world.

     To acquire all necessary franchises, licenses, grants or permits or other evidence of authority to carry on any of the business of the corporation, and to sell, transfer, assign or otherwise dispose of, in any manner allowed or provided by law, said franchises, licenses, grants, permits or other evidences of authority.

     To adjust, compromise and settle claims of all kinds arising out of the operation and conduct of any business of the corporation and to do and perform all such other acts, things and business as may be necessary, incidental to or convenient in and about the conduct of such business.

     To accept in payment of its contracts, services or products, money, notes, bonds, corporate stocks and other properties, real or personal, and to have the right to sell, lease, transfer, assign, convey, pledge, mortgage and otherwise dispose of the same.

     To borrow money for any of the purposes of the corporation and to issue therefor its bonds, debentures, revenue bonds, notes and other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, income, revenue, franchises, rights and privileges of every kind and nature, or any part thereof or interest therein.

     To purchase, acquire, hold, sell, transfer, assign, convey, pledge or mortgage its own stock, bonds or other obligations or securities, and the stock, bonds, and other obligations and securities of other corporations, co-partnerships and individuals, and to vote the stock of any other corporation so acquired and owned and held as aforesaid.

     The foregoing statement of purposes shall be construed as a statement of both purposes

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and powers, shall be liberally construed in aid of the powers of this corporation, and the powers and purposes stated in each clause shall, except where otherwise stated, be in nowise limited or restricted by any term or provision of any other clause, and shall be regarded not only as independent purposes, but the purposes and powers stated shall be construed distributively as each object expressed, and the enumeration as to specified powers shall not be construed as to limit in any manner the aforesaid general powers, but are in furtherance of, and in addition to and not in limitation of said general powers.

     IV. Provisions for the regulation of the internal affairs of the corporation are:

     No Director of the corporation shall be held personally liable for his act or acts as Director of the corporation. The power of making and altering the bylaws of the corporation is hereby conferred upon the Directors, subject to the right of the stockholders of the corporation to alter or repeat bylaws made by the Directors under the powers so conferred; provided, however, that the bylaws themselves may provide that such bylaws are to be only altered or repealed by the stockholders.

     V. The amount of the total authorized capital stock of said corporation shall be One Hundred and 00/100 Dollars ($100.00), which shall be divided into One Hundred (100) shares without par value, of One and 00/100 Dollars ($1.00) each.

     VI. The name and address of the incorporators and the number of shares subscribed for are as follows:

Name	Address	No. of Shares
Vincent D. Pettinelli	5943 Macewen Court Dublin, Ohio 43017		50
Frank E. Murphy	4393 Shire Creek Court      Columbus, Ohio 43220		50

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     VII. The name and address of the appointed person to whom notice or process may be sent: Patrick D. Deem, Esquire, P.O. Box 2190, Clarksburg, West Virginia, 26301.

     VIII. The number of Directors constituting the initial Board of Directors of the corporation is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of shareholders or until his successor is elected and shall qualify are:

Name	Address
Vincent D. Pettinelli	5943 Macewen Court Dublin, OH 43017
Frank E. Murphy	4393 Shire Creek Court Columbus, OH 43220
Timothy J. Vogel	7397 Palmleaf Lane Columbus OH 43085
Stephen Lewis	2937 Collingswood Road Columbus, OH 43221

     THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file these Articles of Incorporation, and have accordingly hereunto set their hands, this                                          day of                                                                                  , 1987.

/s/ Vincent D. Pettinelli  

Vincent D. Pettinelli 

/s/ Frank E. Murphy  

Frank E. Murphy 

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STATE OF OHIO,

COUNTY OF                                         , TO-WIT:

     I,                                                                                                                           , a notary public of said county, do certify that Vincent D. Pettinelli and Frank E. Murphy who signed the writing above, being date the                      day of                                         , 1987, has this day acknowledged the same before me in my said county.

Given under my hand this                      day of                                         , 1987.

My commission expires:                                                             

/s/ Valerie E. Harmon Pike  

VALERIE E. HARMON PIKE 

NOTARY PUBLIC — State of Ohio
My Commission Expires Dec. 22, 2990

This instrument was prepared by:

Steptoe & Johnson
Patrick D. Deem
Clarksburg, West Virginia

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KEN HECHLER
Secretary of State
State Capitol, W-139
Charleston, WV 25305
(304) 342-8000

WEST VIRGINIA

ARTICLES OF INCORPORATION

PROFIT AMENDMENT

     Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its articles of Incorporation:

     FIRST: The name of the corporation is VOCA Corporation of West Virginia, Inc.

     SECOND: The following Amendment(s) to the Articles of Incorporation was adopted by the shareholders (Note 1) of the corporation on December ___, 1992, in the manner prescribed by Section 107 and 147, Article 1, Chapter 31.

          (See attached)

     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 was 100.

     FOURTH: The designation and number of outstanding shares of each class entitled to vote, as a class were as follows:

CLASS	Number of Shares
Common Stock		100

     FIFTH: The number of shares voted for such amendment(s) was 100; and the number of shares voted against such amendment(s) was 0.

     SIXTH: The number of shares of each class entitled to vote as a class voted for and against such amendment(s) was:

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CLASS	Number of Shares Voted
	For		Against
Common Stock		100		0

     SEVENTH: The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment(s) shall be effected, is as follows: None

Dated            December 29th, 1992

VOCA Corporation of West Virginia
By:	Vincent D. Pettinelli
	Its:                                          President
and	Anne M. Sturtz
	Its:                                          Secretary

STATE OF OHIO

COUNTY OF FRANKLIN

     I, Kristine Durban, a Notary Public, do hereby certify that on this 29th day of December, 1992, personally appeared before me, Vincent D. Pettinelli, who being by me first duly sworn, declared that he is the President of VOCA Corporation of West Virginia that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

/s/ Kristine Durban           Notary Public

My commission expires: 10-10-95

(NOTARIAL SEAL)

NOTES: 1. Change to “board of directors” if no shares have been issued.

Articles of Amendment
     prepared by:
Name Jeffrey D. Meyer
Address Beech, Friedlander, Copland & Runoff
                    88 East Broad Street, Suite 900
                    Columbus, Ohio 43215

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Article V of the articles of Incorporation of the Corporation shall be amended in its entirety to read as follows:

V. Te amount of the total authorized capital stock of said Corporation shall be Five Thousand and 00/100 Dollars ($5,000.00), which shall be divided into Five Thousand (5,000) shares with par value of One and 00/100 Dollars ($1.00) each.

Article IX shall be added in the Articles of Incorporation of the Corporation to read as follows:

IX. Shareholders shall have preemptive rights with respect to shares of the Corporation’s common stock, One Dollar ($1.00) par value per share.

Article X shall be added in the Articles of Incorporation of the Corporation to read as follows:

X. Indemnification and Limitation of Liability:

Section 1. In case any person was or is a party, or is threatened to be made a party, to any threatened, pending, 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 serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a pleas of nolo contendere or its equivalent, shall not, itself, create a presumption that the person did not act 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 mater the subject of a criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Section 2. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, the Corporation shall indemnify such person against expenses, including attorney’s 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 interest of the Corporation, except that no indemnifications shall be made in respect of the following: any claim, issue, or matter as to which such person is adjudged to be liable for misconduct in the performance of his

9

duty to the Corporation unless and only to the extent that the court in which such action or proceeding was brought determines 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 as such court shall deem proper.

Section 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 3 of this Article X, or in defense of any claim, issue, or matter therein, the Corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

Section 4. Any indemnification under Sections 1 and 2 of this Article X, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article X. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified within the past five (5) years, or (iii) by the shareholders.

Section 5. Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action suit or proceeding referred to in Sections 1 and 2 of this Article X may be paid by the Corporation as they are incurred in advance of the final disposition of the action, suit or proceeding as authorized b the directors in the specific case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the Corporation.

Section 6. Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the Corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the Corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the Corporation; provided, however, that, unless all directors are interested, the interested directors shall not participate and a quorum shall be one-third of the disinterested directors.

Section 7. The indemnification authorized by this Article X shall not be exclusive of,

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and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in other capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the hears, executors, and administrators of such person.

Section 8. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 indemnified him against such liability under this Article X.

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EX-3.179

Exhibit 3.179

VOCA CORPORATION OF WEST VIRGINIA, INC.

BYLAWS

ARTICLE I

     Section 1. Annual Meeting. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect dir- — v at or within such time, shall not work forfeiture or a dissolution of the Corporation and shall not otherwise affect valid corporate acts.

     Section 2. Special Meetings. Special meetings of stockholders, other than those regulated by statute, may be called at any time by a majority of the Directors or the president and secretary, and must be called by the president upon written request of the holders of 10 per cent of the outstanding shares entitled to vote at such special meeting. Written notice of such meetings stating the place within or without the State of Ohio, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given not less than five nor more than forty days before the date set for the meeting. The notice shall be given to each stockholder of record in the same manner as notice of the annual meeting. No business other than that specified in the notice of meeting shall be transacted at any such special meeting. Notice of special meetings may be waived by submitting a signed waiver or by attendance at the meeting.

     Section 3. Notice of Meetings. Notice of either annual or special meetings of the stockholders shall be given by mailing to each stockholder of record at his last known post office address, postage prepaid, at least five days prior to the date of the meeting, a written notice thereof, or by notice by publication once a week for two successive weeks in some newspaper of general circulation published in the City of Columbus, State of Ohio. Such notice shall state the time and place of the meeting. The call for the meeting, if made by stockholders, shall be signed by the stockholders making the call. If the call be made by the Board of Directors, it shall be signed by the president, a vice-president or the secretary of the corporation. If the call be made by the president and secretary, it shall be signed by both of them. The notice of special meetings of the stockholders shall state the business to be transacted, and no business other than that included in the notice or incidental thereto shall be transacted at any such meeting. Notice of the time, place or purpose of any meeting of stockholders may be dispensed with if each stockholder shall attend either in person or by proxy or if every absent stockholder shall, in writing filed with the records of the meeting, either before or after the holding thereof, waive such notice, any such meeting may be held at any time and place that the stockholders agree upon.

     Section 4. Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote thereat shall be necessary to constitute a quorum for the

transaction of business at all meetings of stockholders. 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 the power to adjourn the meeting to a future date at which a quorum shall be present or represented. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting originally called.

     Section 5. Record Date. The Directors may fix in advance a date not less than five nor more than forty days prior to the date of any meeting of the stockholders, or any dividend payment date or any date for the allotment of rights as the record date for the determination of stockholders.

     Section 6. Voting. In all elections of Directors, such stockholder shall have the right to cast one vote for each share of stock owned by him and entitled to a vote, and he may cast the same in person or by proxy, for as many persons as there are Directors to be elected, or he may cumulate such votes and give one candidate as many votes as the number of Directors to be elected multiplied by the number of his shares of stock shall equal; or he may distribute them on the same principle among as many candidates and in such manner as he shall desire, and the Directors shall not be elected in any other manner; and on any other meeting of stockholders, a stockholder shall be entitled to vote at such meeting by person or by proxy. Except as otherwise recorded by law or the Certificate of Incorporation or in these bylaws, every stockholder shall be entitled to one vote for each share standing in his name on the record of stockholders. Except as herein or in the Certificate of Incorporation otherwise provided, all corporate action shall be determined by a vote of a majority of the votes cast at a meeting of stockholders.

     Section 7. Waiver of Notice. No notice to stockholders shall be required when all the stockholders entitled to vote waive notice in person or by proxy before or after any meeting, special or general. Such waiver shall be in writing and filed as a part of the records of the meeting.

     Section 8. Proxy. Every proxy must be dated and signed by the stockholder or by his attorney-in-fact. No proxy shall be valid after the expiration of three years from the date of its execution unless the proxy specifically confers the right to vote for a longer period, and then only within the period specified. Every proxy shall be revocable at the pleasure of the stockholder executing it, except where an irrevocable proxy is permitted by statute.

     Section 9. Consents. Whenever by a provision of statute or of the Certificate of Incorporation or by these bylaws the vote of stockholders is required or permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and the vote of stockholders may be dispensed with, if every stockholder who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action’s being taken, and such agreement shall have like effect and validity as though the action were duly taken by the unanimous action of all stockholders entitled to vote at a meeting of such stockholders duly called and legally held. In the event that the action, which is agreed to as aforesaid, is such as would have required the filing of a certificate under any provisions of law, if such action had been voted upon by the stockholders at a meeting, the certificate filed under such sections shall state that written agreement has been executed in lieu of stating that the stockholders voted upon the corporate action in question, if such aforementioned statement is

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required thereby, and such certificate shall have the same force and effect under all provisions of law as if the action had been taken by the unanimous vote of all stockholders entitled to vote, at a meeting duly called and legally held.

     Section 10. Annual Report. The president shall annually prepare a full and true statement of the affairs of the corporation, which shall be submitted at the annual meeting of the stockholders and filed within twenty days thereafter in the principal office of the corporation at Columbus, Ohio, where it shall, during the usual business hours of each secular day be open for inspection by any stockholder of the corporation.

ARTICLE II

DIRECTORS

     Section l. Qualification. The Board of Directors shall be elected at the annual meeting of the stockholders for the term of one year and shall hold office until their successors are elected.

     Section 2. Manner of Election. The Board of Directors shall consist of four (4) members. The Directors shall be elected at an annual meeting of the stockholders in the manner prescribed by Article I, Section 6, of these bylaws, and except as herein otherwise provided, the Directors shall have the power to increase. the number of Directors over the amount fixed by these bylaws by a proper resolution and to fill the vacancies created by such increases.

     Section 3. Term of Office. The term of office of each Director .shall be until the next annual meeting of the stockholders and until his successor has been duly elected and has qualified.

     Section 4. Election of Officers. The Board of Directors shall elect from within their number a president. The Board shall also elect from within or without their number one or more vice-presidents, a secretary, a treasurer, and all such other officers and agents as they may deem proper. The Board shall have the authority to fix the salaries of all officers and agents, whether such officers and agents be Directors or not. All officers and agents elected by the Board shall hold office during the pleasure of the Board, and any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

     Section 5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, except herein otherwise provided. Any number less than a quorum present may adjourn any Director’s meeting until a quorum is present.

     Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board may from time to time designate, by resolution. The annual meeting of the Board for the election of officers shall be held as soon as practicable after the annual meeting of the stockholders for the election of Directors.

     Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the president, a vice-president, or any two Directors to be held at such time and place and for such purposes as shall be specified in the notice.

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     Section 8. Notice of Meetings. Telegraphic or written notice of every meeting of the Board of Directors shall be duly given to each Director not less than two days before such meeting. Notice of the time, place or purpose of any meeting of the Board may be dispensed with if every Director shall attend in person, or if every absent Director shall, in writing filed with the records of the meeting, either before or after the holding thereof, waive such notice. Any provision of these bylaws to the contrary notwithstanding, a meeting of the Board of Directors may be held immediately following the adjournment of any meeting of the stockholders, and no notice need be given for any such meeting of the Board of Directors.

     Section 9. Chairman of the Board. The president of the corporation shall be Chairman of the Board of Directors, preside at all meetings of the Board of Directors and perform such other duties as may be designated by the Board.

     Section 10. Consents. Whenever by a provision of statute or of the Certificate of Incorporation or by these bylaws the vote of Directors is required or permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and the vote of Directors may be dispensed with, if every Director who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action’s being taken, and such agreement shall have the like effect and validity as though the action were duly taken by the unanimous action of all Directors entitled to vote at a meeting of such Directors duly called and legally held. In the event that the action, which is agreed to as aforesaid, is such as would have required the filing of a certificate under any provisions of law, if such action had been voted upon by the Directors at a meeting, the certificate filed under such sections shall state that written agreement has been executed in lieu of stating that the Directors voted upon the corporate action in question, if such aforementioned statement is required thereby, and such certificate shall have the same force and effect under all provisions of law as if the action had been taken by the unanimous vote of all the Directors entitled to’ vote, at a meeting duly called and legally held.

     Section 11. Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each to consist of two or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise the powers of the Board in the management of the business and the affairs of the corporation, and may have the power to 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. Such committee may act by a majority of its members at a meeting or by a writing signed by all of its members ad filed with the minutes of proceedings of the Board.

     Section 12. Powers of Directors. The Board of Directors may exercise all of the powers of the corporation except such as are by law or by the Charter or by the bylaws conferred upon or reserved to the stockholders. It shall also have the power to fix the compensation of the officers elected or appointed by it; to purchase or otherwise acquire for the corporation any property rights or privileges which the corporation is authorized to acquire, at such price and such terms and conditions. and for such consideration as the Board may think fit; and to pay for any property or rights acquired by the corporation either wholly or partially in money, stocks, bonds, debentures or other securities or property of the corporation; to exchange any property of

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the corporation for other property upon such terms and conditions as the Board may think proper; to sell or otherwise dispose of any property owned by the corporation and not necessary for carrying on the business of the corporation, and upon such terms and conditions and for such consideration as the Board may deem proper. The Board may also confer on any officers of the corporation the right to choose, remove or suspend any subordinate officer, agent or employee. The Directors shall further have the power to fix Directors’ fees from time to. time in such amounts as the Directors shall deem proper.

     Section 13. Vacancies. Any vacancy occurring in the Board of Directors by death, resignation, or otherwise shall be filled promptly by a majority vote of the remaining Directors at a special meeting which shall be called for that purpose within thirty days after the occurrence of the vacancy. The Director thus chosen shall hold office for the unexpired term of his predecessor and the election and qualification of his successor.

     Section 14. Removal of Directors . Any Director may be removed either with or without cause, at any time, by a vote of the stockholders holding a majority of the shares then issued and outstanding and who were entitled to vote for the election of the Director sought to be removed, at any meeting. Except as otherwise prescribed by statute, a Director may be removed for cause by vote of a majority of the entire Board.

     Section 15. Resignation. Any Director may resign his office at any time, such resignation to be made in writing and to take effect immediately without acceptance.

     Section 16. Voting. No member of the Board of Directors shall vote on a question in which he is interested otherwise than as a stockholder, except the election of a president or other officer or employee, or be present at the Board while the same is being considered; but if his retirement from the Board in such case reduces the number present below a quorum, the question may nevertheless be decided by those who remain. On any question the names of those voting each way shall be entered on the record of their proceedings if any member at the time requires it.

     Section 17. Depositories. The Board of Directors shall have the power to designate the bank in which corporate funds and securities shall be deposited.

     Section 18. Bonds for Officers. The Board of Directors may require any officer of the corporation whose duties involve the handling of its funds, or a part thereof, to furnish proper bonds, such bond to be in a penalty to be prescribed by the Board.

ARTICLE III

OFFICERS

     Section 1. Executive Officers. The executive officers of the corporation shall be a president, one or more vice presidents as the Board of Directors may fix from time to time by proper resolutions; a secretary and a treasurer, all of whom shall be chosen by the Board of Directors as provided for in Section 4 of Article II of these bylaws. Any two (2) of the above-named offices, except those of president and vice-president, may be held by the same person, but no officer shall execute an acknowledgment or verify any instrument in more than one (1)

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capacity, if such instrument is required by law of by these bylaws to be executed, acknowledged, verified or countersigned by two (2) or more officers. The Board may, by resolution, provide for an assistant secretary and an assistant treasurer, and may also elect or appoint such other officers, agents and employees as the Board may seem proper.

     Section 2. Powers and Duties. The duties and powers of the officers of the corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

President

          A. The president shall preside at all meetings of the Board of Directors. He shall also preside at all meetings of the stockholders.

          B. He shall present at each annual meeting of the stockholders and Directors a report of the condition of the business of the corporation.

          C. He shall cause to be called regular and special meetings of the stockholders and Directors in accordance with the requirements of the statute and of these bylaws.

          D. He shall appoint, discharge and fix the compensation of all employees and agents of the corporation other than the duly elected officers, subject to the approval of the Board of Directors.

          E. He shall sign and execute all contracts in the name of the corporation, and all notes, drafts, or other orders for the payment of money.

          F. He shall sign all certificates representing shares.

          G. He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by law.

          H. He shall enforce these bylaws and perform all the duties incident to his office and which are required by law, and, generally, he shall supervise and control the business and affairs of the corporation.

Vice-President

     During the absence or incapacity of the president, the vice-president in order of seniority of election shall perform the duties of the president, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of president and shall perform such duties and functions as the Board may prescribe.

Secretary

          A. The secretary shall keep the minutes of the meetings of the Board of Directors and of the stockholders in appropriate books.

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          B. He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the stockholders of the corporation.

          C. He shall be custodian of the records and seal of the corporation and shall affix the seal to the certificates representing shares and other corporate papers when required.

          D. He shall keep at the principal office of the corporation a book or record containing the names, alphabetically arranged, of all persons who are stockholders of the corporation showing their places of residence, the number and class of shares held by them respectively, and the dates when they respectively became the owners of record thereof. He shall keep such book and record and the minutes of the proceedings of its stockholders open daily during the usual business hours, for inspection, within the limits prescribed by law, by any person duly authorized to inspect such records. At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and Directors of the corporation and their resident addresses.

          E. He shall sign all certificates representing shares and affix the corporate seal thereto.

          F. He shall attend to all correspondence and present to the Board of Directors at its meetings all official communications received by him.

          G. He shall perform all the duties incident to the office of secretary of the corporation.

Treasurer

          A. The treasurer shall have the care and custody of and be responsible for all the funds and securities of the corporation, and shall deposit such funds and securities in the name of the corporation in such banks or safe deposit companies as the Board of Directors may designate. The Board of Directors, by appropriate resolution, may appoint as many persons to act as assistant treasurers as the Board may, in its discretion, deem advisable. Such assistant treasurers shall be qualified to serve as assistant treasurers without limitation resulting from holding other corporate offices. Such assistant treasurers, if any, shall have the same powers and authority as the treasurer.

          B. The treasurer, or his assistant treasurers, shall make, sign, and endorse in the name of the corporation all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the president and the Board of Directors.

          C. He shall keep at the principal office of the corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any Director upon application at the office of the corporation during business hours.

          D. He shall render a report of the condition of the finances of the corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the stockholders.

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          E. He shall further perform all duties incident to the office of treasurer of the corporation.

          F. If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

Other Officers

     Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

     Section 3. Corporate Acknowledgments. The corporation may acknowledge any instrument required by law to be acknowledged by its attorney appointed to serve, and such appointment may be embodied in the deed or instrument to be acknowledged, or be made by a separate instrument, or such deed or other instrument may be acknowledged by the president or a vice-president of the corporation without such appointment, or in any manner provided by law.

ARTICLE IV

CAPITAL STOCK

     Section 1. Certificates. The shares of the corporation shall be represented by certificates prepared by the Board of Directors and signed by the president or the vice-president and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer, and sealed with the seal of the corporation or a facsimile. In. case it shall be necessary to issue stock to the president, a vice-president shall take the place of the president, and if stock is to be issued to the secretary, a vice-president shall take the place of the secretary. The president shall sign and the secretary countersign certificates of stock issued to any vice-president. The certificates shall be numbered consecutively and in the order in which they are issued; they shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof shall be entered the name of the person to whom the shares represented by each such certificate are issued, the number and class or series of such shares, and the date of issue. Each certificate shall state the registered holder’s name, the number and class of shares represented thereby, the date of issue, the par value of such shares, or that they are without par value.

     Section 2. Issuing Stock and Fixing Value. The Board of Directors of this corporation may issue the shares of its capital stock from time to time for such considerations as the Board may deem advisable. If the stock is issued for consideration other than cash, the Directors shall by resolution state their opinion of the actual value of any consideration other than cash for which such stock is issued.

     Section 3. Title. Title to a certificate and to the shares represented thereby may be transferred only (a) by delivery of the certificate endorsed, either in blank or to a specific person, by the person appearing by the certificate to be the owner of the shares represented thereby; or (b) by delivery of the certificate and separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer the same or the shares represented thereby, to be signed by the person appearing by the certificate to be the owner of the shares

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represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.

     Section 4. Lost Certificates. A new certificate may be issued in lieu of one lost or destroyed without requiring publication of notice of loss and the cost of said publication applied on a bond of proportionately (increased penalty in any case where such procedure is agreed to by said holder of record and deemed adequate by the Board of Directors. A new certificate may also be issued in the discretion of the Board without requiring either the publication of notice of loss or the giving of a bond; and upon such other conditions as may be agreed to by said holder of record and deemed adequate by the Board for the protection of the corporation and its stockholders.

ARTICLE V

FISCAL YEAR AND CORPORATE SEAL

     Section 1. Fiscal Year. The fiscal year of the corporation shall ,begin on the 1st day of March and shall end on the last day of February of each year.

     Section 2. Corporate Seal. The Board of Directors shall provide a suitable seal containing the name of the corporation, which seal shall be in the charge and custody of the secretary and/or treasurer.

ARTICLE VI

DIVIDENDS

     Section 1. Dividends. The Board of Directors may from time to time declare and pay dividends from the surplus or any profits of the corporation, whenever they shall deem it expedient in the exercise of discretion and in conformity with the provisions upon which the capital stock of the corporation has been issued. If any stockholder shall be indebted to the corporation, his dividend, or so much as is necessary thereof, may be applied to the payment of such indebtedness, if then due and payable.

     Section 2. Working Capital. The Board of Directors may fix a sum which may be set aside or reserved over and above the corporation’s capital stock paid in as a working capital for the corporation, and from time to time the Board may increase, diminish and vary the same in its absolute judgment and discretion.

ARTICLE VII

BILLS, NOTES, ETC.

     Section 1. Execution. All checks and drafts of the corporation, bank accounts, and all bills of exchange, promissory notes, and all acceptances, obligations and other instruments for the payment of money shall be made in the name of the corporation and shall be signed and countersigned by such officers as the Board of Directors by resolution from time to time may designate.

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     No officer of the corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, or warrant, or other negotiable instrument, or endorse the same in the name of the corporation, or contract or cause to be contracted any debt or liability in the name and on behalf of the corporation, except as herein expressly prescribed and provided.

ARTICLE VIII

INDEMNIFICATION

     Section 1. Indemnification of Directors and Officers. Any Director or Officer shall be indemnified by the corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he is a party by reason of being or having been such Director or Officer, except in relation to matters as to which he would be adjudged in such action, suit, or proceeding, to be liable for negligence or misconduct in the performance of any duty to the corporation.

ARTICLE IX

AMENDMENTS

     Section 1. Manner of Amending. These bylaws may be altered, amended, repealed, or added to by the affirmative vote in the election of any Director at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each stockholder of record entitled to vote at such meeting at his last-known post office address at least five (5) days before the date of such annual or special meeting, which notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such bylaws. Only such changes shall be made as have been specified in the notice. The bylaws may also be altered, amended, repealed or new bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board. However, any bylaws adopted by the Board may be altered, amended, or repealed by the stockholders.

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EX-3.180

Exhibit 3.180

ARTICLES OF ORGANIZATION
OF
VOCA OF INDIANA, LLC

     The undersigned person, acting as an organizer of the limited liability company hereinafter named, sets forth the following statements.

          FIRST: The name of the limited liability company (the “Company”) is VOCA of Indiana LLC.

          SECOND: The street address of the Company’s registered office in the State of Indiana and the name of the Company’s agent at that address is Corporation Service Company, 251 East Ohio Street, Suite 500, Indianapolis, Indiana 46204.

          THIRD: The duration of the company is perpetual until dissolution in accordance with the provisions of the Indiana Business Flexibility Act.

          FOURTH: The management of the business and affairs of the company is vested in a manager(s).

Executed on _____ December, 1998	/s/ Anne M. Sturtz
	Anne M. Sturtz, Secretary

EX-3.181

Exhibit 3.181

Limited Liability Company Operating Agreement for
VOCA of Indiana, LLC

     This Limited Liability Company Agreement (the “Agreement”) evidences the mutual agreement of the Members (as hereinafter defined) in consideration of their contributions and promises each to the others, for the purpose of forming a limited liability company pursuant to the Indiana Business Flexibility Act, Indiana Code Ann. § 23-18-1 et. seq., as the same may be amended from time to time (the “Act”).

ARTICLE I
NAME; TERM; PLACE OF BUSINESS; DEFINITIONS

     1.1 Name. The name of the limited liability company formed hereunder (the “Company”) is VOCA of Indiana, L.L.C. The Managing Member may change the name of the Company at any time and from time to time and may also operate the business at the same time under one or more fictitious names.

     1.2 Effective Date, Term. This Agreement shall become effective on the date that it is executed by the Members of the Company and shall continue in perpetuity, unless earlier terminated pursuant to the provisions of this Agreement.

     1.3 Registered Office, Place of Business, Agent. The address of the registered office of the Company and the principal place of business of the Company (which may but need not be the same as the Office) shall be as indicated on Schedule A attached hereto. The Managing Member may change the location of the office, establish additional offices or places of business of the Company or enter into such contracts or hire such agents in such other locations, inside and outside of the” State of Indiana, as it deems necessary or desirable in the conduct of the business of the Company. The agent of the Company for service of process shall be as indicated on Schedule A.

     1.4 Definitions. Capitalized terms used in this Agreement shall have the meanings as defined throughout the text of this Agreement. A list of such definitions is contained in section 11.1.

ARTICLE II
CHARACTER OF BUSINESS

     2.1 Character of the Business. The general character of the business of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

ARTICLE III
MEMBERS; RIGHTS AND LIMITATIONS ON MEMBERS

     3.1 Members. The members of the Company (“Members”) shall be those persons or entities identified as such on Schedule A, as such Schedule shall be amended from time to time.

     The names and addresses of the Members, the amount of their contribution to the capital of the Company, the number of Units credited to each Member and their Percentage Interests are set forth in Schedule A.

     3.2 Additional Members. The Managing Member may admit additional Members to the Company as provided in this Agreement. The transferee of the interest in the Company of an existing Member shall not become a Member until admitted as a substituted Member pursuant to section 7.5.

     3.3 Members May Compete. Members shall not in any way be prohibited from or restricted in engaging or owning an interest in any other business venture of any nature, including any venture which might be competitive with the business of the Company, and the Company may engage Members or persons or firms associated with them for specific purposes and may otherwise deal with such Members, on terms and for compensation to be agreed upon by any such Member and the Company.

     3.4 Limitations on Members. No Member shall have the right:

          (a) to have his capital contribution repaid except to the extent provided in this Agreement;

          (b) to require partition of Company property or to compel any sale or appraisement of Company assets or sale of a deceased Member’s interest therein; or

          (c) to sell or assign his interest in the Company except as provided in Article VII hereof.

ARTICLE IV
MANAGING MEMBERS; RIGHTS AND POWERS OF
MANAGING MEMBERS

     4.1 Managing Member. The Managing Member (“Managing Member”) of the Company shall be that Member identified as such on Schedule A, as such Schedule shall be amended from time to time. The Managing Member shall have full, exclusive and complete authority and control in the management of the Company business with all rights and powers generally conferred by law or necessary or advisable and consistent therewith and with the provisions of this Agreement.

     4.2 Rights Powers. The Managing Member shall have the same powers as an individual to all things necessary or convenient to carry out the business arid affairs of the Company. By way of illustration but not by way of limitation, such power shall include the right and power to:

          (a) acquire property on such terms as it deems reasonable, including borrowing any amounts necessary to effectuate the purchase;

          (b) take any and all actions with respect to the acquisition, management or disposition of Company properties, including, without limitation, selling and otherwise disposing

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of assets of the Company, borrowing of funds, and negotiation and execution of contracts, deeds, pledges, bonds, guarantees, notes and mortgages;

          (c) execute any and all other instruments and perform any acts determined to be necessary or advisable to carry out the intentions and purposes of the Company;

          (d) borrow money on such terms as it may determine from banks, other lending institutions, and other lenders, including any Member or Affiliate of a Member for any Company purpose, and to pledge or mortgage Company assets to secure repayment of the borrowed sums, and to execute in connection therewith any notes, security agreements, mortgages, pledges, deeds of trust or other loan documents required by any lender in connection therewith;

          (e) invest Company funds in bank savings accounts, savings and loan associations, commercial paper, government securities, certificates of deposit, bankers’ acceptances and other interest-bearing obligations, and deposit, withdraw, pay, retain and distribute Company funds in any manner consistent with the provisions of this Agreement;

          (f) admit additional Members and substitute Members;

          (g) perform any and all acts necessary to pay any and all. organizational expense incurred in the creation of the Company and in raising additional capital, including without limitation broker’s commissions, legal and accounting fees (it being understood that all expenses incurred in the creation of the Company and the commencement of the Company business shall be borne by the Company); and compromise, arbitrate or otherwise settle or adjust claims in favor of or against the Company and commence or defend litigation. with respect to the Company or any assets of the Company as deemed advisable, all or any of the above matters being at the expense of the Company, and execute, acknowledge and deliver any and all instruments to effect any and all of the foregoing;

          (h) purchase goods or services, including management and leasing from any corporation or other form of business enterprise whether or not such corporation or business enterprise is owned or controlled, or affiliated with any Member, or corporations or business enterprises in which any Member may have an interest as a shareholder, officer, director, partner, member or proprietor, and any profits or income earned by such corporation or business enterprise as the result of such transaction shall belong to it and not to the Company;

          (i) establish Company offices at such places as may be appropriate, hire or lease Company employees, obtain the services of independent contractors and consultants, engage counsel, and otherwise arrange for the facilities and personnel necessary to carry out the purposes and business of the Company;

          (j) arrange for a facsimile signature for itself for the purpose of executing such checks or other writings or legal instruments as may be, necessary or desirable in the Company business; and

          (k) maintain any insurance coverage deemed necessary or appropriate by the Managing Member, in such amounts and of such types as shall be determined by the Managing

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Member, including without limitation public liability insurance coverage and insurance covering the indemnification by the Company provided in section 4.5.

     4.3 Duties of Managing Member. Not Required to Devote Full Time. The Managing Member shall manage or cause to be managed the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company affairs as it shall, in its discretion exercised in good faith, determine is reasonably necessary for the conduct of such affairs; provided, however, that it is expressly understood and agreed that the Managing Member shall not be required to devote its entire time or attention to the business of the Company. In carrying out its obligations, the Managing Member shall:

          (a) Obtain and maintain such public liability, hazard and other insurance as may be deemed necessary or appropriate by the Managing Member;

          (b) Deposit all funds of the Company in one or more separate bank accounts with such banks or trust companies as the Managing Member may designate (withdrawals from such bank accounts to be made upon such signature or signatures as the Managing Member may designate);

          (c) Maintain at a principal place of business of the Company all of the following:

               (i) a current list of the full name and last known business or residence address of each member and manager, if any, of the Company from the date of organization;

               (ii) a copy of the articles of organization and all certificates of amendment to it;

               (iii) a copy of this Agreement and all amendments to this Agreement;

               (iv) the amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon which any additional contributions agreed to be made by each member are to be made;

               (v) copies of the Company’s federal, state, and local income tax returns and financial statements, if any, for the three most recent years, or if the returns and statements were not prepared, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the same period;

               (vi) the events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up.

     The records listed in this subsection shall be subject to inspection and copying at the reasonable request and expense of any Member during ordinary business hours.

     4.4 Exculpation of Member(s): Indemnity. In carrying out their duties hereunder, the Member(s) shall not be liable to the Company or to any other Member for their good faith

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actions, or failure to act, or for any errors of judgment, or for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement, but only for its own willful misconduct in the performance of its obligations under this Agreement. Actions or omissions taken in reliance upon the advice of legal counsel as being within the scope of authority conferred by this Agreement shall be conclusive evidence of such good faith; however, good faith may be determined without obtaining such advice.

     The Company does hereby indemnify and hold harmless the Member(s), their Affiliates and .their agents, officers, employees, partners, members and directors against and from any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (together, “Claims”), in which the indemnified person may be involved, or threatened to be involved, as a party or otherwise by reason of its status as the Member or an Affiliate thereof, an agent, officer, employee, partner, member or director of the Member or an Affiliate thereof, or a person serving at the request of the Company in another entity in a similar capacity, which relates to or arises out of the Company, its property, business or affairs, regardless of whether the indemnified person continues to be the Member or an Affiliate thereof or their agent, officer, employee, partner, member or director at the time any such liability or expense is paid or incurred, if (i) the indemnified person acted in good faith and in a manner it believed to be in or not opposed to the best interests of the Company, (ii) the indemnified person’s conduct did not constitute gross negligence or willful misconduct, (iii) in connection with any criminal action or proceeding, the indemnified person had no reasonable cause to believe its conduct was unlawful, (iv) with respect to Claims by or in the right of the Company, the indemnified person is not adjudged to be negligent or liable for misconduct, unless a court determines that indemnification is nonetheless appropriate, and (v) the standards set forth in clauses (i) and (ii), and, if applicable, (iii) and (iv), are met as determined in each case by (w) a majority vote of a quorum of Member(s) who are not parties to or threatened to be made parties to the Claims in issue, (x) by independent legal counsel, (y) by all the Members, or (z) by an appropriate court. Notwithstanding clauses (iii) and (iv), an indemnified person shall be eligible for indemnification hereunder to the extent it has been successful on the merits with respect to any Claim. In no event shall any Member be required to make an additional capital contribution to carry out this indemnification provision.

     An Affiliate of any person (“Affiliate”) means (i) any person directly or indirectly owning, controlling or holding the power to vote ten percent or more of the outstanding voting securities of the specified person; (ii) any person ten percent or more of whose outstanding voting securities is directly or indirectly owned, controlled or held with power to vote by the specified person; (iii) any person directly or indirectly controlling, controlled by, or under control with a specified person; (iv) any officer, partner, member or director of the specified person; and (v) any person of which the specified person is an officer, director or partner.

     4.5 Reliance of Third Parties on Authority of Managing Member. No financial institution or any other person, firm or corporation dealing with any Member shall be required to ascertain whether such Member is acting in accordance with this Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the acts and assurances of and the execution of any instruments by such Member(s).

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     4.6 Tax Elections, Tax Matters Member. The Managing Member shall have the exclusive right to make and determine, in its sole discretion, all options and elections with respect to the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and Treasury Regulations (“Treasury Regulations” or. “Treas. Reg.”) issued thereunder. As an example of, but not in limitation of, the general authority conferred by the preceding sentence, the Managing Member shall determine whether and when to make or revoke the election under Code Section 754. The Managing Member shall be the “tax matters partner”. (as defined in Code Section 6231) and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, and to expend Company funds for professional services and costs associated therewith. The tax matters partner shall provide all notices and perform all acts required of a tax matters partner under Subchapter C of Chapter 63 of the Code. The Managing Member is authorized to take any action that it determines to be necessary to comply with the requirements of Code Sections 1441, 1442, 1445, or 1446 with respect to withholding certain amounts with respect to payments or distributions to a member who is not a U.S. person (as defined in Code Section 7701) or withholding of certain amounts with respect to the sale of a “United States real property interest” (as defined in code Section 897). Notwithstanding the above, the Managing Member shall not have the authority to agree on behalf of any Member to an extension of time for assessment under Code Sections 6501(c)(4) or 6229(b)(1)(B).

     4.7 Member(s) May Compete. The Members hereby acknowledge that the Member(s) may from time to time engage in business. enterprises similar to the business of the Company and competitive with the business of the Company without restriction and with no obligation to account to the Company or to the Members for such activities. The Member(s) are not obligated to offer business opportunities to the Company, except for those directly related to the Property.

ARTICLE V

COMPANY CAPITAL; ADVANCES BY MEMBERS

     5.1 Capital Contributions. Upon execution of this Agreement, the Members have contributed to the capital of the Company the money or property listed in Schedule A. If property has been contributed, (i) the amount of the contribution indicated on Schedule A shall be the fair market value of such property as agreed by the Members, and (ii) the property shall be described in a footnote or supplement to Schedule A. All capital contributions of the Members shall be :credited to the Members’ Capital Accounts maintained by the Company in accordance with section 6.3. The Members shall have no obligation to make additional capital contributions to the Company. No interest shall be paid on capital contributions.

     5.2 Additional Capital. If at any time or times the Managing Member determines that additional capital is required to preserve and maintain the business of the Company, the Members shall have the opportunity but not the obligation to provide such additional capital in proportion to their Percentage Interests. The Managing Member shall advise the Members of the need for additional capital by written notice with a statement of the reasons such additional capital is needed. If within thirty (30) days from the date such notice is given each of the Members has not delivered his written response to the Managing Member agreeing to provide his pro rata share of such additional capital as an additional contribution to the Company, the Managing Member may proceed to obtain such additional capital, in whole or in part, by the sale

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of additional interests in the Company, by secured or unsecured borrowings, by contributions to the Company by the Managing Member or by any combination thereof. The effectiveness of any such alternate means of obtaining additional capital shall not be dependent upon approval of the Members, who shall be deemed to have waived all rights, if any, to any additional obligations or interest forming all or any part of such an effort by the Managing Member. The Members acknowledge that their Percentage Interests may be altered in the event that one or more Members do not contribute additional capital, or if additional persons not theretofore Members contribute capital to the Company.

     5.3 No Return of Contributions; Loans. Anything in this Agreement to the contrary notwithstanding, the Managing Member shall not be personally liable for the return of the capital contribution of a Member, or any portion thereof, it being expressly understood that any such return shall be made solely from Company assets. A Member shall• not have the right to demand or receive property other than cash in return for his contribution, unless he so requests and the Managing Member approves such request. If the Managing Member or any Member shall advance any monies to the Company in excess of his contribution to the capital of the Company, the amount of any such advance shall not be deemed to be an additional capital contribution unless specifically so characterized, but instead shall be treated as a loan and shall bear interest at the minimum rate required to avoid the imputation of interest under Code Section 7872 (whether or not such Section applies to the loan) and shall be an obligation of the Company to such Member payable in accordance with the other terms of such .advance prior to payment of any cash distribution pursuant to Article VI and, in the case of liquidation, in accordance with the provisions of section 8.2.

ARTICLE VI
FISCAL YEAR; ACCOUNTING; ALLOCATION OF PROFITS AND
LOSSES;

     6.1 Fiscal Year. The fiscal year of the Company shall be as fixed by the Managing Member from time to time and shall be initially the same as the calendar year.

     6.2 Method of Accounting. The Company books shall be kept in such manner and by using such method of accounting as the Managing Member may determine, and the Managing Member may change accounting methods whenever it believes a change to be in the best interest of the Company.

     6.3 Maintenance of Capital Accounts. A capital account (“Capital Account”) shall be maintained by the Company for each Member in accordance with Treas. Reg. § 1.7041(b)(2)(iv).The initial amount credited to the Capital Account of each Member shall be the amount of such Member’s initial contribution, to the capital of the Company. The Capital Account of . each Member shall also be (i) credited with the amount of any additional contributions made by such Member, (ii) credited with the amount of any Profits and any other items of income or gain allocated to such Member, (iii) debited by the amount of any Losses . and any other items of loss or deduction allocated to such Member, and (iv) debited with the amount, of all actual and deemed distributions made to such Member. Any contribution or distribution of property in kind shall be credited or debited, respectively, in an amount equal to the Carrying Value of such property, net of liabilities secured by such property. that the

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Company or a Member, respectively, is considered to assume or take subject to under Code Section 752. Upon adjustment to the adjusted tax basis of Company property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Members shall be adjusted as provided in Treas. Reg. §1304-1 (b)(2)(iv)(m).

     6.4. Allocation of Profits and Losses

     (a) Profits shall be allocated to the Members as follows:

               (i) first. to those Members who have deficit balances in their capital accounts, pro rata in proportion to such deficit balances, until such deficit balances have been eliminated and the balances in their capital accounts have been restored to zero; and

               (ii) thereafter, in accordance with the Members’ Percentage Interests. The term “Percentage Interests” shall mean the percentage interest of any Member in the Company determined by dividing the number of Units held by such Member by all outstanding Units of Company interest. “Units” is a term used in this Agreement for purposes of making allocations and determining certain votes; the Units allocated to each Member is indicated on Schedule A. Units shall not represent a Member’s interest in the capital of the Company, which is determined solely by a Member’s Capital Account.

               (iii) Losses shall be allocated to the Members in accordance with their Percentage Interests.

               (iv) The special allocations set forth in section 11.2 shall be made prior to the allocations under this section.

               (v) “Profits” and “Losses” shall mean an amount equal to the Company’s taxable income or loss, respectively, for any period from all sources, determined in accordance with Code Section 703(a), adjusted in the following manner: (i) the income of the Company that is exempt from federal income tax or not otherwise taken into account in computing Profits and Lasses pursuant to this definition shall be added to such taxable income or loss; (ii) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as described in such Section pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(i) or not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss; (iii) in the event the Carrying Value of any Company asset is adjusted pursuant to section 11.2(c)(ii), (iii) or (iv) hereof, 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 and Losses; (iv) gain or loss resulting from the disposition of an asset shall be computed by reference to the Carrying Value of such asset; (v) a deduction for Depreciation shall be taken in lieu of a deduction for depreciation, amortization or cost recovery allowable for federal income tax purposes for such fiscal year; (vi) to the extent an adjustment under Code Section 734(b) is required by Treas. Reg. §1.7041(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest, the amount of such item shall be treated as an item of gain or loss from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and (vii) any items that are specially allocated pursuant to section 11.2 shall not be taken into account in

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computing Profits and Losses. “Depreciation” shall mean, for each fiscal year, an amount equal to the depreciation, amortization or cost recovery deduction allowable for federal income tax purposes for such fiscal year, unless the Carrying Value for an asset differs from the adjusted basis of such asset for federal income tax purposes, in which case Depreciation shall mean an amount that bears the same ratio to the beginning Carrying Value as the depreciation, amortization or cost recovery deduction bears to the beginning adjusted tax basis, provided, however that if the adjusted basis of an asset is zero at the beginning of a fiscal year, Depreciation shall be determined by the Managing Member by using any reasonable method.

     6.5 Distribution of Net Cash Flow. Except in connection with the liquidation of the. Company, in which case all distributions shall be made in accordance with Article VIII, distributions of Net Cash Flow shall be made to the Members no less often than annually in accordance with the Members’ Percentage Interests. Distributions may be made more frequently in the sole discretion of the Managing Member.

     6.6 Definition of Net Cash Flow. “Net Cash Flow” of the Company shall be computed by deducting from the gross amounts received by the Company from all sources: (i) all operating expenses of the business, including management fees (if any), taxes, and insurance premiums, but excluding depreciation and amortization allowances, (ii) interest and principal payments on indebtedness of the Company (including advances by Members in accordance with section 5.3), (iii), proceeds from borrowing or proceeds from the sale, exchange or other disposition of Company assets, (iv) additions to reserves, (v) all cash expenditures for fixed asset additions, improvements and replacements, (vi) capital contributions, and (vii) any other amounts that the Managing Member determines, in its sole discretion, shall be retained for investment in the Company business.

ARTICLE VII
TRANSFER OF COMPANY INTERESTS

     7.1 No Transfer of Company Interest. Except as specifically provided in this Agreement, no Member may sell, assign, or in any manner transfer all or any part of its interest in the Company.

     7.2 Compliance with Securities Act of 1933. No Member’s interest in the Company has been registered under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) of such act. Notwithstanding any other provisions in this Agreement, no interest in the Company of a Member may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations. The Managing Member may, in its sole discretion, waive the requirements of this section with respect to the transfer of any interest, but any such waiver shall not constitute a waiver of any subsequent transfer of such interest or the transfer of any other interest.

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     7.3 Sale of Interest to Other Members. Any Member may sell, assign or otherwise transfer all or any part of its interest in the Company to another Member, at such price and on such other terms as the parties may agree.

     7.4 Transfer Permitted If Managing Member Approves. A Member may transfer its interest in the Company to any person with the approval of the Managing Member, which approval may be arbitrarily withheld. Such approval of the transfer of any interest by the Managing Member shall not constitute approval of any subsequent transfer of such interest or the transfer of any other interest or approval of admission of the transferee as a Member in the Company. A Managing Member may transfer its interest in the Company upon the approval of Members holding a majority of the Units held by all Members.

     7.5 Admission of Transferee as Substituted Members. An assignee of a Member’s interest in the Company shall not become a substituted Member unless and until the Managing Member consents in writing to such substitution, which consent may be arbitrarily withheld. If the Managing Member does not consent to the substitution of an assignee of a Member’s interest in the Company, the transferor Member shall not retain any rights of a member under the Act. An assignee of a Member’s interest in the Company who is not admitted as a substituted Member under this section shall not be entitled to: (i) require any accounting of the Company’s transactions; (ii) inspect the Company’s books and records; (iii) require any information from the Company; or (iv) exercise any privilege or right of a Member which is not specifically granted to a non- substituted transferee of a limited liability company interest under the Act.

     7.6 Allocations and Distributions with Respect to Transferred Interests. If any transfer of an interest in the Company permitted by this Agreement occurs during a fiscal year (whether or not the- assignee is admitted as a substituted Member), then all allocations of Profits and Losses attributable to the transferred interest for such year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such fiscal period, using any convention or method of allocation selected by the Managing Member which is then permitted under Code Section 706 and the regulations promulgated thereunder. All distributions of Net Cash Flow made prior to the effective date of any such transfer shall be made to the transferor and any such distributions made after the effective date “ of such transfer shall be made to the transferee.

ARTICLE VIII
DISSOLUTION

     8.1 Dissolution. The Company shall dissolve upon the first to occur of any of the following events:

          (a) The sale of all of the Property owned by the Company;

          (b) The written agreement of a majority in interest of the Members to dissolve the Company; or

          (c) Upon the death, dissolution, withdrawal, insanity, retirement, resignation, expulsion or bankruptcy of a Member, unless within 90 days after such event there is at least one

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remaining Member(s) and such Member(s) agree and/or consent to continue the business of the Company.

     8.2 Winding Up. Upon a dissolution of the Company, the Members shall take full account of the Company’s liabilities and Property and the Property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

          (a) To the payment and discharge of all the Company’s debts and liabilities, including the establishment of necessary reserves;

          (b) The balance, if any, to the Members in accordance with their Capital Accounts.

     8.3 Continuation of Company by Members: Designation of New Managing Member. In the event that the withdrawal, death, bankruptcy, liquidation, dissolution, adjudication of insanity or incompetency or other cessation of existence of a Managing Member, the remaining Members may, by a unanimous vote, within ninety (90) days after the date of any such event, elect to continue the Company and designate a Managing Member or Managing Member(s) who or which consent to and accept designation as such.

ARTICLE IX
AMENDMENT TO THE AGREEMENT

     9.1 Amendments by Managing Member. This Agreement may be amended by the Managing Member without the approval of any Member provided that such amendment is:

          (a) Solely for the purpose of clarification and does not change the substance hereof;

          (b) For the purpose of substituting or deleting a Member or admitting an additional Member in accordance with the provisions of this Agreement;

          (c) For the purpose of reflecting a change in the amount or character of the contribution of any Member;

          (d) Otherwise in implementation of the terms of this Agreement; or

          (e) In the opinion of counsel for the Company, necessary or appropriate to satisfy current requirements of the Code with respect to partnerships or any federal or state securities laws or regulations.

     Any amendment made pursuant to subsection (a), (d) or (e) may be made effective as of the date of this Agreement. All Members shall be notified as to the substance of any amendment to this Agreement and upon request shall be furnished a copy thereof.

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     9.2 Other Amendments. All other amendments to this Agreement shall require the approval of the Managing Member and the approval of Members holding a majority of the Units allocated to all Members.

ARTICLE X
POWER OF ATTORNEY

     10.1 Appointment of Managing Member as Attorney. In order to facilitate amendments of this Agreement which require the signatures of each Member or a specified Member and a proposed additional or substituted Member and the preparation and signing of other documentation in connection with the Company, each Member by his or her signature hereto irrevocably makes, constitutes and appoints the Managing Member; each person who shall hereafter become a Managing Member, and each of them, his true and lawful attorney in his name, place and stead with the power from time to time to make, execute, swear to, acknowledge, verify, deliver, file, record and publish:

          (a) All certificates or other instruments which may be required to be filed by the Company under the laws of the State of Indiana or of any other state or jurisdiction in which the Company shall transact business or in which the Managing Member shall deem it advisable to file;

          (b) All documents, certificates or other instruments, including, without limiting the generality of the foregoing, any and all amendments and modifications of this Agreement or of the instruments described in section 10.1 which may be required or deemed desirable by the Managing Member to effectuate the provisions of any part of this Agreement and by way of extension and not in limitation to do all such other things as shall be necessary to continue the Company under the laws of the State of Indiana and of any state or jurisdiction in which it shall do business;

          (c) All documents, certificates or other instruments deemed desirable by the Managing Member or required in connection with amendments to this Agreement which the Managing Member may make without the approval of any Member pursuant to section 9.1; and

          (d) All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company or the organization of any new limited liability company occurring by the withdrawal, death, bankruptcy, liquidation, dissolution, adjudication of insanity or incompetency or other cessation of existence of the Managing Member as hereinbefore provided.

     10.2 Power of Attorney Irrevocable. It is expressly intended by each Member that the foregoing power of attorney is a special power of attorney coupled with an interest in favor of the Managing Member, and as such shall be irrevocable and shall survive the death, incompetence or adjudication of insanity (and, in the case of a Member that is not a natural person, the merger, dissolution or other termination of existence) of a Member.

     10.3 Survival of Power of Attorney on Transfer. The foregoing power of attorney shall survive the delivery of an assignment by any Member of the whole or any portion of its interest in the Company, except that where an assignee of such interest has been approved by the

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Managing Member as a substituted Member, then the foregoing power of attorney of the assignor Member shall survive the delivery of such assignment for the sole purpose of enabling the Managing Member to execute, swear to, acknowledge and file any and all instruments necessary to effectuate such substitution. The power of attorney may be exercised by facsimile signature of the Managing Member or by listing all of the Members executing, swearing to or acknowledging any instrument with a single signature of the Managing Member, acting as attorney-in-fact for all of them.

ARTICLE XI
DEFINITIONS, TAX PROVISIONS

     11.1 Definitions. The capitalized terms used in this Agreement shall have the meanings as defined in the provision referenced below, where such term appears in boldface print. Defined terms used in only one section of this Agreement may not be listed below.

          (a) “Act” is defined in the preamble.

          (b) “Adjusted Capital Account Balance” is defined in section 11.2(a)(iii).

          (c) “Affiliate” is defined in section 4.5.

          (d) “Agreement” is defined in the preamble.

          (e) “Capital Account” is defined in section 6.3.

          (f) “Carrying Value” is defined in section 11.2(c)(i).

          (g) “Code” is defined in section 4.7.

          (h) “Company” is defined in section 1.1. (i) “Losses” is defined in section 6.4(a)(v).

          (j) “Managing Member” is defined in section 4.1 (k) “Members” is defined in section 3.1.

          (1) “Minimum Gain” is defined in section 11.2(a)(i). (m)”Net Cash Flow” is defined in section 6.6.

          (n) “Percentage Interests” is defined in section 6.4(a)(ii). (o) “Profits” is defined in section 6.4(a)(v). (p) “Treasury Regulations” are defined in section 4.7. (q) “Units” is defined in section 6.4(a)(ii).

     11.2 Tax Provisions. The following provisions apply for all purposes of this Agreement.

          (a) Allocations Required by Treasury Regulations

               (i) Subject to the exceptions set forth in Treas. Reg. §§1.704-2(f)(2)-(5), if there is a net decrease in Minimum Gain during any fiscal year, each Member shall be

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specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Minimum Gain, determined in accordance with Treas. Reg. §1.704-2(g)(2). “Minimum Gain” shall have the meaning set forth in Treas. Reg. §§1.704-2(b)(2) and 1.704-2(d). This paragraph is intended to comply with the minimum gain chargeback requirement in Treas. Reg. §§1.704- 2(b)(2) and (f) and shall be interpreted consistently therewith.

               (ii) Subject to the exceptions set forth in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any fiscal year of the Company, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. §1.704- 2(i)(3), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. §1.704-2(i)(5). This paragraph is intended to comply with the minimum gain chargeback requirement in Treas. Reg. § 1.704- 2(i)(4) and shall be interpreted consistently therewith. “Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, determined in accordance with Treas. Reg. § 1.704-2(i) with respect to “partner nonrecourse debt minimum gain.” “Member Nonrecourse Debt” shall have the meaning set forth in Treas. Reg. §1.704-2(b)(4) for “partner nonrecourse debt.”

               (iii) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. § 1.704I (b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficits in its Adjusted Capital Account Balance created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to constitute a “qualified income offset” within the- meaning of Treas. Reg. §1.704-1(b)(2)(ii)(d), and shall be interpreted consistently therewith. “Adjusted Capital Account Balance” means the balance in the Capital Account of a Member as of the end of the relevant fiscal year of the Company, after giving effect to the following: (a) credit to such Capital Account any amounts the Member is obligated to restore, pursuant to the terms of this Agreement or otherwise, or is deemed obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§1.7042(g)(1) and 1.704-2(i)(5), and (b) debit to such capital account the items described in Treas. Reg. § § 1. 704-1(b)(2)(ii)(d)(4), (5) and (6).

               (iv) Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Members in accordance with their Percentage Interests. “Nonrecourse Deductions” shall have the meaning set forth in Treas. Reg. § 1.704-2(b)(1). The amount of Nonrecourse Deductions for a fiscal year of the Company equals the excess, if any, of the net increase, if any, in the amount of Minimum Gain during that fiscal year over the aggregate amount of any distributions during that fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Minimum Gain, determined according to the provisions of Treas. Reg. §1.704-2(c). “Nonrecourse Liability” shall have the meaning set forth in Treas. Reg. § 1.704-2(b)(3).

               (v) Member Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Member who bears the economic risk of loss with

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respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704- 2(i). “Member Nonrecourse Deductions” shall have the meaning set forth in Treas. Reg. § 1.704- 2(i)(2) for “partner nonrecourse deductions.” For any Company taxable year, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt equals the net increase during the year, if any, in the amount of Member Nonrecourse Debt Minimum Gain reduced (but not below zero) by proceeds of the liability that are both attributable to the liability and allocable to an increase in the Member Nonrecourse Debt Minimum Gain.

               (vi) The allocations set forth in section 11.2(a) are intended to comply with certain requirements of Treasury Regulations promulgated under Code Section 704. Such allocations shall be taken into account in allocating other Profits, Losses, and items of income, gain, loss, and deduction to each Member so that, to the extent possible, and to the extent permitted by Treasury Regulations, the net amount of such allocations of other Profits, Losses, and other items and such allocations to each Member shall be equal to the net amount that would have been allocated to each Member if such allocations had not been made.

          (b) Rules of Application

               (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Members in accordance with the portion of the year during which the Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year of the Company, except that (A) gains and losses arising from the disposition of assets shall be taken into account as of the date thereof, and (B) with the consent of the Managing Member and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method.

               (ii) In the event the Company is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Member (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Member.

               (iii) To the extent any payments in the nature of fees paid to a Member are finally determined to be distributions to a Member for federal income tax purposes, there will be a gross income allocation to such Member in the amount of such distribution.

               (iv) Losses shall not be allocated to any Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses - -are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses

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               (v) The allocation of Profits and Losses to any Member shall be deemed to be an allocation to that Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

          (c) Rules Concerning Calculations of Profits and Losses and Code Section, 704(c) Tax Allocations

               (i) For purposes of computing Profits and Losses “Carrying Value” shall mean (a) with respect to contributed property, the agreed value of such property reduced (but not below zero) by Depreciation, (b) with respect to property the book value of which is. adjusted pursuant to Treas. Reg. §§1.704-1(b)(2)(iv)(d), (e) or (f), the amount determined pursuant to sections 11.2(c)(iii) or (iv), and (c) with respect to any other property, the adjusted basis of such property for federal income tax purposes as of the time of determination.

               (ii) Upon the occurrence of any of the following events, the Carrying Value of Company property shall be adjusted to its fair market value, as determined by the Managing Member:

                    (A) The acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution;

                    (B) The distribution by the Company to a Member of more than a de minimis amount of property or money in consideration for an interest in the Company; or

                    (C) The “liquidation” of the Company within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(g).

     The revaluation of the Company property referred to in the immediately preceding sentence shall be made in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(f).

               (iii) Upon an issuance of additional interests in the Company for cash or contributed property, the Carrying Value of all Company properties shall, immediately prior to issuance, be adjusted (consistent with the provisions hereof) upward or downward to reflect any unrealized gain or unrealized loss attributable to each Company property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of such property at the fair market value thereof immediately prior to such issuance, and had been allocated to the Members, at such time, pursuant to section 6.4 of the Agreement). In determining such unrealized gain or unrealized loss attributable to the properties, the fair market value of Company properties shall be determined by the Managing Member using such reasonable methods of valuation as it may adopt.

               (iv) Immediately prior to the distribution of any Company property in liquidation of the Company or any Member’s interest in the Company, the Carrying Values of all Company properties shall be adjusted (consistent with the provisions hereof) upward or downward to reflect any unrealized gain or unrealized loss attributable to each Company property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of each such property, immediately prior to such distribution, and had been allocated to the Members, at such time, pursuant to section 6.4 of the Agreement). In determining such

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unrealized gain or unrealized loss attributable to the properties, the fair market value of Company properties shall be determined by the Managing Member using such reasonable methods of valuation as it may adopt.

               (v) In accordance with Code Section 704(c) and the regulations thereunder, income, gain, loss and deduction with respect to any contributed property shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its agreed value, pursuant to any method permitted by the regulations and chosen by the Managing Member.

               (vi) In the event the Carrying Value of any Company asset is adjusted as described in paragraph (iii) or (iv) above, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Carrying Value in the same manner as under Code Section 704(c) and the regulations thereunder.

               (vii) A transferee of a Company interest will succeed to the Capital Account relating to the Company interest transferred; provided, however, that if the transfer causes a termination of the Company under Code Section 708(b)(1)(B), the Company properties shall be deemed to have been distributed in liquidation of the Company to the Members (including the transferee of a Company interest) and recontributed by such Members and transferee in reconstitution of the Company. The capital accounts of such reconstituted Company

ARTICLE XII
MANAGERS

     12.1 Authority of Manager. Except to the extent otherwise provided herein, the Managers shall have the right to manage the business of the Company and shall have all of the rights and powers which may be possessed by managers under the Act.

     12.2 Election: Removal. Managers shall be elected by the Members. The Company shall initially have five (5) managers to wit:

          (a) Raymond H. Hayes: President and CEO

          (b) Rhonda Adams: Vice President

          (c) Kevin H. King: Vice President of Finance and Administration, Treasurer

          (d) Anne M. Sturtz: Secretary

          (e) Paul L. Bittner: Assistant Secretary

     The number of Managers shall be fixed from time to time by the Members and new Managers may be appointed by the Managing Member. A Manager may be removed and/or replaced by the Managing Member.

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     12.3 Right to Rely on Manager. Any person dealing with the Company may rely upon a certificate signed by the Manager as to:

          (a) the identity of any Manager or Member;

          (b) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the Manager or which are in any other manner germane to the affairs of the Company;

          (c) the Persons who are authorized to execute and deliver any instrument or document of the Company; or

          (d) any act or failure to act by the Company or any other matter whatsoever involving the Company.

     12.4 Restrictions on Authority of Manager.

          (a) Without the consent of the Managing Member, the Manager(s) shall not have the authority to:

               (i) do any act in contravention of this Agreement;

               (ii) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;

               (iii) cause the Company to possess Property for other than a Company purpose; or

               (iv) knowingly perform any act that would subject any Member to liability in any jurisdiction.

          (b) Without the consent of the Managing Member, the Manager(s) shall not have the authority to sell or otherwise dispose of all or substantially all of the property, except for a liquidating sale of Property in connection with the dissolution of the Company.

     12.5 Indemnification of Manager.

          (a) The Company shall indemnify, save harmless and pay all judgments and claims against’ the Manager relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Manager in connection with the . business of the Company.

          (b) In the event of any action by a Member against a Manager(s), the Company shall indemnify, save harmless and pay all expenses of such Manager(s) incurred in the defense of such action, if such Manager(s) is/are successful in such action.

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          (c) Notwithstanding the provisions of Sections 12.5(a) and 12.5(b), no Manager shall be indemnified from any liability for acts or omissions that constitute willful misconduct or recklessness.

ARTICLE XIII
MEETINGS OF MEMBERS

     13.1 Call of Meetings. A meeting of the Members may be called by or upon the written request of Member(s) holding 10 percent or more of the Percentage Interests.

     13.2 Proxy. A Member may authorize any Person or Persons to act for him by proxy on all matters in which a Member is entitled to participate. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it. A Member’s attendance personally at a meeting shall automatically revoke any proxy given by the member with respect to such meeting.

     13.3 Action by Consent. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if the action is taken by the Managing Member or Members holding 90 percent or more of the total issued units of the Company. Any action by the Members which may be taken at a meeting of the Members, by virtue of any provisions of the laws of the State of Indiana, the Articles or this Agreement, may be taken without a meeting if authorized by writing signed by the Managing Member or Members holding 90 percent or more of the total issued units of the Company. The action must be evidenced by one or more written consents describing the action taken, signed by such Member taking the action, and delivered to the Company for inclusion in the Company’s minutes or other records reflecting the action taken. For purposes of obtaining valid signatures on such consent of the Managing Member and/or other Members, the signatures of the directors of the Managing Member/Members and/or the President of the Managing Member/Members shall be sufficient to bind such Member to the action taken. Action taken under this Section 13.3 is effective when members authorizing the action have executed such consent.

     13.4 Conduct of Meetings. Each meeting of members shall be conducted by a Person appointed by the Members. Such meeting shall be conducted pursuant to such rules as the Members may select.

     13.5 Required Vote. The vote of a majority in Percentage Interest shall decide any matter connected with the business or affairs of the Company unless otherwise specifically provided in this Agreement provided, however, that the unanimous vote of the Members is required to amend either the Articles or this Agreement or to authorize the taking of any action in contravention or violation of either the Articles or this Agreement.

ARTICLE XIV
MISCELLANEOUS

     14.1 Notices. Any and all notices or other communications which may be sent to any Member shall be sent to the address listed in Schedule A, unless the Company is notified in writing of any change of address. Notices or other communications shall be deemed to have been

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given only when hand delivered or deposited with the United States Post Office by registered or certified mail addressed as set forth above.

     14.2 No Partition of Company Property. Each of the Members hereby irrevocably waives any and all rights, duties, obligations and benefits with respect to any action for partition of Company property or to compel any sale thereof. Further, all rights, duties, benefits and obligations, including inventory and appraisement of the Company assets or sale of a deceased Member’s interest therein, provision for which is made in the Act, or on account of the operation of any other rule or law of any other jurisdiction to compel any sale or appraisement of Company assets or sale of a deceased Member’s interest therein, are hereby waived and dispensed with and the interest in the Company of a deceased Member shall be subject to the provisions of this Agreement.

     14.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

     14.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement, notwithstanding that all of the parties are not signatories to the original or the same counterpart, or that signature pages from different counterparts are combined, and the signature of any party to any counterpart shall be deemed to be a signature to and may be appended to any other counterpart.

     14.5 Gender: Captions. Words of any gender used in this Agreement shall be held to include any other gender, and words of the singular number shall be held to include the plural (and vice-versa), when the sense requires. The captions to each Article and section are inserted only as a matter of convenience and for reference only and in no way define, limit or describe the scope or intent of this Agreement or in any way affect it.

     14.6 Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them respecting the subject matter hereof. There are no representations, agreements, arrangement or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement which are not described herein.

     14.7 Provisions Severable. This Agreement is intended to be performed in accordance with and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement, or the application thereof to any person or circumstance, shall for any reason and to any extent be invalid or unenforceable, the remainder ‘of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

     14.8 Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of all Members and their respective legal representatives, heirs, permitted successors and permitted assigns.

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     IN WITNESS WHEREOF, the parties have entered into this Agreement and have hereunto set their hands to multiple copies hereof to be effective as provided in section 1.2.

MEMBERS

P.S.I. Holdings, Inc., an Ohio	VOCA Corporation of
Corporation	Indiana, an Indiana
Corporation
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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Schedule A

Registered Office and Service Agent:	Business Office:
Corporation Service Company	VOCA of Indiana, LLC
251 East Ohio Street	5555 Parkcenter Circle
Suite 500	Suite 200
Indianapolis, Indiana 46204	Dublin, Ohio 43017

Members and Unit Ownership Interest:

Name of Member	Member Type	Unit	Price Per	Capital
		Ownership	Unit	Contribution
VOCA Corporation of Managing Indiana	Member/Member	99	$1.00	$99.00
P.S.I. Holding Company	Member	01	$1.00	$1.00

Members Addresses:

VOCA Corporation of Indiana	P.S.I. Holdings, Inc.
4720 Kingsway Drive, Suite 400	5555 Parkcenter Circle, Suite 200
Indianapolis, Indiana 46205	Dublin, Ohio 43017

Managers:

Raymond H. Hayes: President and CEO
Rhonda Adams: Vice President
Kevin H. King: Vice President of Finance and Administration, Treasurer
Anne M. Sturtz: Secretary
Paul L. Bittner: Assistant Secretary

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EX-3.182

Exhibit 3.182

ARTICLES OF INCORPORATION
OF
VOCA RESIDENTIAL SERVICES. INC.

     The undersigned, desiring to form a corporation for profit under the Ohio General Corporation Law, does hereby certify:

     FIRST: The name of the corporation shall be VOCA RESIDENTIAL SERVICES, INC.

     SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is Dublin, Franklin County, Ohio.

     THIRD: The purpose or purposes for which the corporation is formed are to engage in any lawful act or activity for which a corporation may be formed under Sections 1701.01 to 1701.98, inclusive of the Ohio Revised Code.

     FOURTH: The Corporation shall be authorized to issue Seven Hundred Fifty (750) shares of common stock with no par value.

     FIFTH: The Corporation by its directors, may purchase or redeem shares of any class of stock issued by it at such price and upon such terms as may be agreed upon between the directors and the selling shareholder or shareholders.

     SIXTH: A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a seller. purchaser or otherwise, nor shall any contract or transaction be void or voidable with respect to the Corporation for the reason that it is between the Corporation and one or more of its directors or officers or between the Corporation and any other person in which one or more of its directors or any officers are directors, trustees, or officers. or have a financial or personal interest, or for the reason that one or more interested directors or officers participate in or vote at the meeting of the directors or a

committee thereof which authorizes such contract or transaction, if in any such case: (a) the material facts as to his or their relationship or interests and as to the contract or transaction are disclosed or are known to the directors or the committee and the directors or committee, in good faith reasonably justified by such facts, authorize the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholder entitled to vote thereon and the contract or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitled them to exercise a majority of the voting power of the Corporation held by persons not interested in the contract or transaction; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized or approved by the directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the directors, or a committee thereof which authorizes the contract or transaction.

     SEVENTH: Each person who at any time is or shall have been a director, officer, employee or agent of the Corporation or is or shall have been serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and his or her heirs, executors and administrators, shall be indemnified by the Corporation in accordance with and to the full extent permitted by the Ohio Corporation Act [Revised Code Section 1701.13(E)] as in effect at the time of the filing of these articles, or as amended from time to time thereafter. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any director, trustee, officer, employee, agent or other person may be entitled in any capacity as a matter of law or under any regulation,

agreement, vote of shareholders or directors, or otherwise. If authorized by the Board of Directors, the Corporation may purchase and maintain insurance against liability on behalf of any such person to the full extent permitted by law in effect at the time of the filing of these Articles or as changed from time to time.

CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
VOCA RESIDENTIAL SERVICES, INC.

     Vincent D. Pettittelli, President, and Anne M. Sturtz, Secretary, of VOCA Residential Services, Inc., an Ohio corporation, with its principle office located at 5555 Parkcenter Circle, Suite 200, Dublin, Ohio 43017-3586, do hereby certify that pursuant to Ohio Revised Code Section 1701.01, an instrument in writing signed by the holders of all of the shares of the corporation entitling them to vote on the proposal to amend the Articles of incorporation, as contained in the following resolutions, was duly executed by all of such shareholders pursuant to the authority of Ohio Revised Code Section 1701.54, as of December ___, 1992, and that, pursuant to which, by affirmative vote of the holders of shares entitling them to exercise all of the voting power of the corporation on such proposal, the following resolutions were adopted to amend the Articles:

     RESOLVED, that Article SEVENTH be amended in its entirety to read as follows:

     SEVENTH. Indemnification and Limitation of Liability:

     Section 1. In case any person 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 titan 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, the Corporation shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, 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 lie reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any matter the subject of a criminal action, suit, or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or’ conviction, or upon a plea of nolo contendere or its equivalent, shall not, itself, create a presumption that the person did not act in good faith and in a manner lie reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any matter the subject of a criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

     Section 2. In case any person 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, officer, employee, or agent of the Corporation, or is or was serving at the quest of the Corporation as a director, trustee, officer, employee, of agent of another corporation, domestic or foreign, nonprofit or for profit. partnership, joint venture, trust or other enterprise, the Corporation shall indemnify such person against expenses, including attorney’s 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 she best interests of the Corporation, except that no indemnification shall be made in respect of any of the following: (i) any claim, issue, or matter as to which such person is adjudged to be liable for misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas, or the court in which such action or suit was brought, determines 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 as the court of common pleas or such other court shall deem proper; or (ii) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.

     Section 3. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article SEVENTH, or in defense of any claim, issue, or matter therein, the Corporation shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

     Section 4. Any indemnification under Sections 1 and 2 of this Article SEVENTH, 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, trustee, officer, employee, or agent is proper in the circumstances because be has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article SEVENTH. Such determination shall be made as follows: (i) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, (ii) if the quorum described in clause (i) of this Section 4 is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it any attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified within the past five (5) years, (iii) by the shareholders, or (iv) by the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under clause (i) of this Section 4 or by independent legal counsel under clause (ii) of this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the Corporation referred to in Section 2 of this Article SEVENTH, and within tell (10) days after the receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

Section 5. (a) Unless the only liability asserted against a director in an action, suit, or proceeding referred to in Sections 1 and 2 of this Article SEVENTH is pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including attorneys’ fees, incurred by a director in defending the action, suit, or proceeding, shall be paid by the Corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (A) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken

with reckless disregard for the best interests of the Corporation; and (13) reasonably cooperate with the Corporation concerning the action, suit or proceeding.

(b) Expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of this Article SEVENTH may be paid by the Corporation as they are incurred in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific case, upon the receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the Corporation.

     Section 6. Expenses, including attorneys’ fees, amounts paid in settlement, and (except in the case of an action by or in the right of the Corporation) judgments, decrees, fines and penalties, incurred in connection with any potential, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by any person 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or profit, partnership, joint venture, trust or other enterprise, may be paid or reimbursed by the Corporation, as authorized by the Board of Directors upon a determination that such payment or reimbursement is in the best interests of the Corporation; provided, however, that, unless all directors are interested, the interested directors shall not participate and a quorum shall be one-third of the disinterested directors.

     Section 7. The indemnification authorized by this Article SEVENTH shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the Articles of Incorporation or 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, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     Section 8. The Corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of or for 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 indemnified hint against such liability under this Article SEVENTH. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

     Section 9. The authority of the Corporation to indemnify persons pursuant to Sections 1 and 2 of this Article SEVENTH does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to

Sections 5, 6, 7 and 8 of this Article SEVENTH. Sections 1 and 2 of this Article SEVENTH do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6, 7 and 8 of this Article SEVENTH.

Section 10. (a) No person shall be found to have violated his duties to the Corporation as a director of the Corporation in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the Corporation; (ii) a termination or potential termination of his service to the Corporation as a director; or (iii) his service in any other position or relationship with the Corporation), unless it is proved by clear and convincing evidence that the director has not acted: (i) in good faith; (ii) in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; or (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, nothing contained in this paragraph (a) limits the relief available under Section 1701.60 of the Onto Revised Code.

(b) In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers, or employees of the Corporation whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the directors upon which he does not serve, duly established in accordance with the provisions of the Corporation’s Regulations, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

(c) A director in determining what he reasonably believes to be in the best interests of the Corporation shall consider the interests of the Corporation’s shareholders and, in his discretion, may consider (i) the interests of the Corporation’s employees, suppliers, creditors and customers; (ii) the economy of the state and nation; (iii) community and societal considerations; and (iv) the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests may he best served by the continued independence of the Corporation.

(d) A director shall be liable in damages for any action he takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of tli. Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.00 of the Ohio Revised Code.

     Section 11. As used in Article SEVENTH, references to the Corporation include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such a constituent corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article SEVENTH with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. As used in Article SEVENTH, words of the masculine gender shall include the feminine gender.

     FURTHER RESOLVED, that Article EIGHTH be added in the Amended Articles of Incorporation to read as follows:

     EIGHTH: There shall be no cumulative voting rights with respect to shares of the Corporation’s Common Stock, with no par value per share.

     IN WITNESS WHEREOF, Vincent D. Pettinelli, President, and Anne M. Sturtz, Secretary, of VOCA Residential Services, Inc. acting on behalf of the corporation, have hereunto subscribed their names as of the 15th day of December, 1992.

VOCA Residential Services, Inc.
By:	/s/ Vincent D. Pettielli
	Vincent D. Pettielli, President
By:	/s/ Anne M. Sturtz
	Anne M. Sturtz, Secretary

December 15, 1992

EX-3.183

Exhibit  3.183

CODE OF REGULATIONS

OF

VOCA RESIDENTIAL SERVICES, INC.

ARTICLE I

SHAREHOLDERS

     SECTION 1.1. Annual Meeting.

     An annual meeting of the shareholders shall be held on such day of each year and at such time on said day as shall be decided by the Board of Directors in the notice of the meeting.

     If for any reason the election of directors is not held at the annual meeting or any adjournment thereof, the board of directors shall cause the election to be held at a special shareholder’s meeting as soon as is convenient. At any such special meeting the shareholders may elect directors and transact any other business with the same effect as an annual meeting.

     SECTION 1.2 Special Meeting.

     A special meeting of shareholders may be called by the chairman of the board, if any, by the president or by a majority of the directors acting with or without a meeting, or by the holders of record of twenty-five percent (25%) of all the shares outstanding at that time. Upon delivery to the president or secretary of a request in writing for a shareholders’ meeting by any persons entitled to call such meeting, it shall be the duty of the officer to whom the request was delivered to give notice to the shareholders of the meeting. Said request shall specify the purpose, the date and time for the meeting. The date shall be at least fourteen (14) and not more than sixty-five (65) days after delivery of the request. If, upon such a request, the persons making such request may call it by giving notice as provided in Section 1.4 or by causing it to be given by any designated representative.

     SECTION 1.3. Place of Meetings.

     All shareholders’ meetings shall be held at such place or places, in or out of the State of Ohio, as may from time to time be fixed by the Board of Directors. If not so fixed, the place of the meeting shall be specified in the notices or waivers of notice thereof.

     SECTION 1.4. Notice of Meetings.

     Every shareholder shall furnish the secretary of the company with an address where notice of meetings and other corporate notices may be delivered or mailed. Except as otherwise expressly required by law, notice of each shareholder’s meeting, whether annual or special, shall not be given less than 7 days before nor more than 60 days before the date specified for the meeting. Notices shall be given by the president or secretary or in case of their refusal or failure to do so, by the person or persons entitled to call such meeting, to each shareholder entitled to notice by delivering a written notice to the shareholder personally or by mail, postage prepaid at

the address furnished by the shareholder. If a shareholder has not furnished an address to the corporation, the notice shall be sent to his last known address.

     Except when expressly required by law, no publication of any notice of a shareholder’s meeting shall be required. If shares are transferred after notice has been given, notice need not be given to the transferee. A record date may be fixed for determining the shareholders entitled to notice of any meetings of shareholders in accordance with Section 1.13.

     Every notice of a special shareholders’ meeting, besides stating the time and place of the meeting, shall state briefly the purposes thereof as may be specified by the person or persons requesting the meeting. Notice of adjournment to a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

     SECTION 1.5. Waiver of Notice.

     Any shareholder, either before or after any meeting, may waive any notice thereof required by law, the articles or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any shareholder who attends such meeting either in person or by proxy, and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

     SECTION 1.6. Quorum.

     At all shareholders’ meetings, the holders of shares entitling them to exercise a majority of the voting power of the company, present in person or by proxy and entitled to vote, shall constitute a quorum for the transaction of business except when a greater number is required by law, the articles of incorporation or these regulations. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting power of the shareholders present in person or by proxy and entitled to vote, or in the absence of all shareholders, any officer entitled to preside or act as secretary of the meeting, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 1.7. Organization.

     At each shareholders’ meeting, the chairman of the board, if any, or the president, or in the absence of both of them, a chairman chosen by a majority in voting power of the shareholders present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the company shall act as secretary of the meeting. In the secretary’s absence, any assistant secretary shall act as secretary, or in the absence of both, any person whom the chairman of the meeting appoints shall act as secretary of the meeting.

     SECTION 1.8. Order of Business.

     The order of business at all shareholder’s meetings shall be as follows:

     1) Roll call;

     2) Appointment of inspectors of election, if requested;

     3) Proof of notice of meeting or waiver thereof;

          A QUORUM BEING PRESENT:

     4) Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;

     5) Report of the board of directors, if any;

     6) Report of officers, if any;

     7) Reports of committees, if any;

     8) Election of directors, if any;

     9) Unfinished business, if any; and

     10) New business, if any.

     The Treasurer shall, in his or her report at the annual meeting or meeting held in lieu thereof, present financial statements referred to in Section 3.11 unless dispensed with by unanimous consent.

     The order of business at any meeting may be changed by vote of a majority in voting power of those present in person or by proxy and entitled to vote, or by their unanimous consent.

     SECTION 1.9. Voting.

     Each holder of a share or shares of the class or classes entitled to vote by law or the articles of incorporation shall be entitled to vote in person or by proxy for each such share registered in his or her name on the books of the company. As provided in Section 1.12 of this Article, a record date for determining which shareholders are entitled to vote at any meeting may be fixed.

     Shares of its own stock belonging to the company shall not be voted directly or indirectly. Persons holding voting shares in a fiduciary capacity shall be entitled to vote the shares so held. A shareholder whose voting shares are pledged shall be entitled to vote the shares standing in his or her name on the books of the company.

     Upon a demand for a share vote upon any question by any shareholder present in person or by proxy at any meeting and entitled to vote thereat, such share vote shall be by ballot. Each ballot shall be signed by the shareholder voting or in his or her name by proxy if there be such proxy, and shall state the number of shares voted by him or her. Otherwise, share votes shall be made orally.

     SECTION 1.10 Proxies

     Any shareholder who is entitled to attend a shareholders’ meeting or to vote thereat, or to assent to or give consent in writing, shall be entitled to exercise such right and any other of his or her rights by a proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged. Except as herein otherwise specifically provided, actions taken by proxy or proxies shall be governed by the provisions of Section 1701.48 of the Ohio Revised Code or any future statute of like effect, including the provisions relating to the sufficiency of the writing, duration of the validity of the proxy, powers of substitution, revocation and all other provisions.

SECTION 1.11 Inspectors of Election.

     Inspectors of election may be appointed and act as provided in Section 1701.50 of the Ohio Revised Code or any future statute of like tenor or effect.

     SECTION 1.12 Fixing Record Date.

     The board of directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of any such meeting, or to vote at any such meeting, or to receive payment of any dividend, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange. Only the shareholders of record on the date so fixed shall be entitled to receive notice of such meeting, or to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any share on the books of the company after such record date. The shareholders of record on any such date shall be determined at the close of business on that date.

     SECTION 1.13. List of Shareholders at Meeting.

     Upon request of any shareholder at any meeting of shareholders, there shall be produced at the meeting an alphabetically arranged list, or classified lists of the shareholders of record at the applicable record date who are entitled to vote showing their addresses and the number and classes of shares held by each.

     SECTION 1.14. Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the shareholders by virtue of any provision of the laws of Ohio, the articles or these regulations may be taken without a meeting. An action in lieu of a meeting shall be in writing signed by all holders of shares who would be entitled to notice of a meeting called for the purpose of taking such action.

ARTICLE 2

Board of Directors

     SECTION 2.1 General Powers of Board.

     The powers of the company shall be exercised, its business and affairs shall be conducted and its property shall be controlled by the board of directors, except as otherwise provided by the law of Ohio, the articles or these regulations.

     SECTION 2.2 Number and Qualifications.

     The number of directors, none of whom need be shareholders of the company, shall not be fewer than three nor more than seven; provided, however, that if the company at any time has less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. The precise number of directors may be fixed and from time to time changed by resolution adopted by the vote of holders of shares representing a majority of the voting power present in person or by proxy at any annual or special meeting. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

     SECTION 2.3. Compensation and Expenses.

     The directors by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, which may include, pension, disability, and death benefits for services to the corporation by directors and officers, or to delegate such authority to one or more of the officers or directors.

     SECTION 2.4. Election of Directors.

     At each meeting of the shareholders for the election of directors at which a quorum is present, those persons constituting a majority of the number of directors to be elected receiving the greatest number of common share votes, and those other persons receiving the greatest number of total votes shall be the directors. Any shareholder may cumulate his or her vote at an election of directors upon fulfillment of the conditions prescribed in Section 1701.55 of the Ohio Revised Code or any future statute of like effect.

     SECTION 2.5. Term of Office.

     Unless he or she shall earlier resign, is removed, dies or is adjudged mentally incompetent, each directors shall hold office until: 1) the adjournment of the annual meeting of shareholders next succeeding his or her election; or 2) if the election of directors shall not be held at the annual meeting or any adjournment thereof, until the adjournment of the special meeting of the shareholders for the election of directors held as provided herein; or 3) the taking by the shareholders of action in writing in lieu of such a meeting and until his or her successor is elected and qualified..

     SECTION 2.6. Resignation.

     Any director may resign by giving written notice to the president or the secretary of the company. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

     SECTION 2.7. Vacancies.

     A vacancy in the board of directors for the unexpired term may be filled by a majority vote of the remaining directors, even though they are less than a quorum or less than a majority of the whole authorized board. A vacancy exists in case the shareholders fail at any time to elect the whole authorized number of directors.

     SECTION 2.8. Bylaws

     The Board of Directors may adopt a code of bylaws to govern the transaction of its business, the manner of calling and the places and manner of holding its meetings and any other matters which it determines to include therein. No provision of any bylaws may conflict with any provision of these regulations.

     SECTION 2.9. Quorum and Manner of Acting.

     A majority of the number of directors fixed in or established pursuant to Section 2.2 at the time of any meeting of the board of directors must be present in person at the meeting in order to constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the board of directors. In the absence of a quorum, the majority of those present may adjourn a meeting from time to time until a quorum is present. Notice of an adjourned meeting need not be given. The directors shall act only as a board. Individual directors have no power as such.

SECTION 2.10 Removal of Directors.

     Any directors may be removed, either with or without cause, at any time by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect directors in place of those to be removed taken at a special shareholders meeting called for that purpose. The vacancy in the board of directors by any such removal may be filled by the shareholders at such meeting.

     SECTION 2.11 Action in Writing in Lieu of Meeting.

     Any action which may be taken at a meeting of the directors, by virtue of any provisions of the laws of Ohio, the articles or these regulations, may be taken without a meeting if authorized by a writing signed by all the directors.

ARTICLE 3

Officers

     SECTION 3.1. Number and Titles.

     The officers of the company shall be a president, treasurer and a secretary. There may, in addition, be a chairman of the board, one or more vice presidents, one or more assistant treasurers, and one or more assistant secretaries, at any time during which the board shall see fit to cause such office to be filled. If there is more than one vice president, the board may, in its discretion establish designations for the vice presidents to distinguish them as to their functions or their order.

     Any person may hold two or more offices and perform the duties thereof No person may at the same time be treasurer and assistant treasurer or secretary and assistant secretary. If one person is elected to the offices of secretary and treasurer, he or she shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to both the secretary and treasurer in these regulations and in the bylaws shall apply to the secretary-treasurer.

     The board of directors shall have the discretion to determine from time to time the number of vice presidents the company shall have, whether or not assistant treasurers and assistant secretaries are needed, and if so, the number of assistant treasurers and assistant secretaries the company shall have.

     SECTION 3.2. Election, Terms of Office, Qualifications and Compensation.

     The officers shall be elected by the Board of Directors. Each shall be elected and hold office until their successors are chosen and have qualified or until such officer has resigned or is removed. The board of directors may hold annual elections of officers. At any time an election of officers shall be held within 30 days after delivery to the president or the secretary of a written request for such election by any director. The notice of the meeting held pursuant to that request shall specify that an election of officers is one of the purposes.

     The qualifications of all officers shall be such as the board of directors may establish. The board of directors shall fix the compensation of each officer, if any.

     SECTION 3.3. Additional Officers, Agents, etc.

     In addition to the officers mentioned in Section 3.1, the company may have such other officers, agents and committees as the board of directors may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, having such authority and perform such duties as may be provided in these regulations or in the bylaws, if any, or as the board may from time to time determine. The board of directors may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason, the board of directors may deem sufficient, the board may delegate for the time being the powers and duties of such officer to any other officer or to any director

     SECTION 3.4. Removal.

     Any officer may be removed, either with or without cause at any time by the board of directors at any meeting. The notices (or waivers of notice) for the meeting shall specify that such removal action shall be considered. Any officer appointed by an officer or committee to which the board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer (including successors) who made the appointment or by any committee or officer upon whom such power of removal may be conferred by the board of directors.

     SECTION 3.5. Resignations

     Any officer may resign at any time by giving written notice to the board of directors, the president or the secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.6. Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

     SECTION 3.7. Powers, Authority and Duties of Officers.

     Officers of the company shall have the powers and authority conferred and the duties prescribed by law in addition to those specified or provided for in these regulations.

     SECTION 3.8. The Chairman of the Board.

     The chairman of the board, if there is one, shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall have and exercise general supervision over the conduct of the company’s affairs and over its other officers, subject however, to the control of the board of directors. He or she shall see that all orders and resolutions of the board of directors are carried out. He or she shall from time to time report to the board of directors all matters in his or her knowledge which the interest of the company may require to be brought to the board’s attention.

     SECTION 3.9. The President.

     If and while there is no incumbent of the office of the chairman of the board, or during the absence or disability of the chairman of the board, the president shall have the duties and authority specified in Section 3.8. subject to the control of the board of directors. The president shall superintend and manage the business of the company; coordinate and supervise the employees; fix the compensation of, discipline and discharge its personnel; employ agents, professional advisers and consultants; and perform all functions of a general manager of the company’s business. He or she may sign certificates for shares in the company as provided in Section 1701.24 of the Ohio Revised Code or any other pertinent statute. He or she may sign,

execute, and deliver in the name of the company all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of directors or when required or deemed necessary or advisable by him or her in the ordinary conduct of the company’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of the company or shall be required by law or otherwise to be signed or executed by some other officer or agent. He or she may cause the seal of the company to be fixed to any instrument. He or she shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned by the board of directors.

     SECTION 3.10. The Vice President.

     The vice presidents shall perform such duties as may be assigned to them, individually or collectively, by the board of directors or by the president. In the absence or disability of the president, one or more of the vice presidents may perform such duties of the president as the president or the board of directors may designate.

     SECTION 3.11. The Treasurer.

     The treasurer shall:

(a)	Have charge and custody of and be responsible for all funds, securities, notes, contracts, deeds, documents and all other valuable effects of the company; receive and give receipts for amounts payable to the company from any sources whatsoever; deposit all monies in the name of the company in such depositaries pursuant to the direction of the board of directors; cause funds to be disbursed by checks or drafts on the authorized depositaries of the company signed as the board of directors may require and be responsible for the accuracy of the amounts of vouchers and cause to be preserved proper vouchers for all disbursements;
(b)	Have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the company from the officers, employees or agents transacting the same;
(c)	Keep or cause to be kept, at the principal office or such other office as the board of directors shall designate, correct records of the monies, business and transactions of the company and exhibit those records to any director upon request.
(d)	Render to the board of directors or chairman of the board or president, whenever requested, an account of the financial condition of the company and of all of his or her transactions as treasurer and as soon as may be possible after the close of each fiscal year, make and submit to the board of directors a like report for such fiscal year; and
(e)	Present to the shareholders at each annual meeting or the meeting held in lieu of it, .the financial statements required by Section 1701.38 of the Ohio Revised Code

or any future statute of like effect and furnish copies of the statements to the shareholders as required by Section 1701.38 or any future statute.

     If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such sureties as the board of directors shall determine.

SECTION 3.12. The Assistant Treasurers.

     The assistant treasurers shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, the president or the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president or the board of directors may designate.

SECTION 3.13 The Secretary.

     The secretary shall:

(a)	Keep the minutes of all meetings of the shareholders 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 these regulations or as required by law;
(c)	Be custodian of the corporate records and of the seal of the company and see that the seal is affixed to all certificates for shares before they are issued and to all other documents to which the seal is required;
(d)	Have charge, directly or through such transfer agent or agents and registrar or registrars as the board of directors may appoint, of the issue, transfer and registration of certificates for shares in the company and. of the records thereof. Such records shall reflect the number of shares in the company issued and outstanding, the manner in which and time when such shares were paid for, the names and addresses of the holders thereof, the number and classes of shares held by each and the time when each became the holder thereof;
(e)	Keep and have charge of the original or duplicate stock ledger provided for in Article 5 of these regulations;
(f)	Exhibit at all reasonable times upon the request of any director the records of the issue, transfer, and registration of such certificates at the place where the records are kept;
(g)	At the request of any shareholder have available at a shareholders’ meeting the list or lists required by Section 1.13 above, certified by the officer or agent in charge of the transfer of shares;

(h)	Sign (or see that the treasurer or other proper officer of the company authorized by the board of directors signs) with the president or vice president, certificates for shares in the company;
(i)	See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and
(j)	In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president.

     SECTION 3.14. The Assistant Secretaries.

     The assistant secretaries shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of directors, by the president or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, president or the board of directors may designate.

ARTICLE 4

Shares and Their Transfer

     SECTION 4.1. Certificates for Shares.

     Every owner of one or more shares in the company shall be entitled to a certificate or certificates, in such form prescribed by the board of directors, certifying the number and class of paid up shares in the company owned by him or her. The certificates of the respective classes of such shares shall be numbered in the order in which they are issued and shall be signed in the name of the company by the president or any vice president and by the secretary, any assistant secretary, treasurer or by any assistant treasurer. The seal of the company shall be affixed thereto. A record shall be kept of the name of the owner or owners of the shares represented by each certificate and the number of shares represented by each, the date, and in case of cancellation, the date of cancellation. Every certificate surrendered to the company for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificates until such existing certificates shall have been so cancelled, except in cases provided for in Section 4.4 of these regulations.

     SECTION 4.2. Transfer of Shares.

     Transfers of shares in the company shall be made only on the books of the company by the registered holder thereof, his or her legal guardian, executor or administrator or by his or her attorney authorized by power of attorney. Said transfer shall be duly executed and filed with the secretary of the company or with a transfer agent appointed by the board of directors. The person in whose name shares stand on the books of the company shall, to the full extent permitted by law, be deemed the owner for all purposes of the corporation.

     SECTION 4.3. Regulations.

     The board of directors may make such rules and regulations as it may deem expedient, not inconsistent with these regulations, concerning the issue, transfer and registration of certificates for shares. Any such rules and regulations to be effective shall be incorporated in the Bylaws. It may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both.

     SECTION 4.4. Lost, Destroyed and Mutilated Certificates.

     If any certificate for shares becomes worn, defaced, or mutilated but is still substantially intact and recognizable, the directors, upon production and surrender thereof, shall order it cancelled and a new certificate issued in its place. The holder of any shares shall immediately notify the company if a certificate shall be lost, destroyed, or mutilated beyond recognition and the company may issue a new certificate in the place of the original.

     The board of directors may require the owner of the certificate which is alleged to have been lost or destroyed to give the company a bond with such surety or sureties and in such sum as it shall direct, to indemnify the company and its directors and officers against any claim that may be made against it or any of them on account of the issuance of such new certificate in place of the allegedly lost or destroyed certificate. The board of directors, may, however, refuse to issue any such new certificate except pursuant to legal proceedings under the laws of Ohio.

ARTICLE 5

Examination of Books by Shareholders

     The board of directors may make reasonable rules prescribing under what conditions and regulations the books, records, accounts, and documents of the company shall be open to the inspection of the shareholders. Any such rules, to be effective shall be incorporated in the Bylaws. No shareholder shall be denied any right to inspect any book record, account or document of the company as specified in Section 1701.37 of the Ohio Revised Code or any other Ohio law. An original or duplicate stock ledger showing the names and addresses of the shareholders and number and class of shares issued or transferred of record shall at all times during usual hours for business be open to examination of every shareholder at the principal office or place of business of the company.

ARTICLE 6

Dividends, Surplus, Etc.

     The board of directors may declare dividends on the shares in the company whenever and in such amounts as the articles may provide or as in the board’s opinion, the condition of the affairs of the company render advisable. Dividends may be declared subject to the provisions of the articles of incorporation and of these regulations and to the extent and as permitted by Section 1701.33 of the Ohio Revised Code or any future statute of like tenor or effect.

     The board of directors at any time may cause the company to purchase or acquire any of its shares in accordance with law, or any of its bonds, debentures, notes, or other securities or evidences of indebtedness. The board of directors shall not, however, declare dividends or purchase or acquire any shares of the company unless such dividend or purchase or acquisition will not breach any contract or convenants of the company and it is reasonably believed that after such dividend or purchase or acquisition, the company will be able to pay its obligations as they become due in the usual course of its affairs, and such dividend or purchase or acquisition will not cause the assets of the company to be less than its liabilities plus stated capital. The company shall not speculate in its own shares or in the shares of any affiliated company.

     From time to time, the board may set aside from, or create against annual net profits or assets in excess of the company’s liabilities plus stated capital such sum or sums as the board may deem proper as reserves to meet contingencies, or for equalizing dividends, or for the purpose of maintaining or increasing the property or business of the company. All net profits and assets in excess of liabilities plus stated capital until actually declared in dividends, or used and applied for the purposes set out in this Article 6, shall be deemed to have been so set aside by the board of directors for one or more of said purposes.

ARTICLE 7

Seal

     The board of directors may provide a corporate seal, which shall bear the full name of the company.

ARTICLE 8

Amendment of Regulations

     These regulations may be amended by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power of the corporation. If an amendment is adopted by written consent without a meeting of the shareholders, the Secretary shall mail a copy of such amendment to each shareholder of record who would have been entitled to vote thereon and did not participate in the adoption of the amendment.

ARTICLE 9

Indemnification and Insurance

     SECTION 9.1. Indemnification.

     The Corporation shall indemnify to the full extent permitted by law, a 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 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 as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other entreprise. The Corporation shall indemnify any such agent (as opposed to any director, officer

or employee) of this corporation to an extent greater than that required by law only if and to the extent that the directors may, in their discretion, so determine.

     The indemnification provided hereby shall be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the articles of incorporation or any agreement, vote of shareholders. or of disinterested directors or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a director, officer, employee or agent of the corporation. Said indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

     SECTION 9.2. Liability Insurance.

     The corporation may, to the full extent then permitted by law, and authorized by the directors, purchase and maintain insurance on behalf of any persons described in Section 9.1 of this Article against any liability asserted against and incurred by any such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability.

EX-99.1

Exhibit 99.1

RES-CARE, INC.
LETTER OF TRANSMITTAL
For Tender of All Outstanding
7³/4% Senior Notes Due 2013
in Exchange For
7³/4% Senior Notes Due 2013
Which Have Been Registered Under The Securities Act of 1933

Pursuant to the Prospectus
Dated February 22, 2006

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MARCH 24, 2006, UNLESS THE EXCHANGE OFFER IS EXTENDED.

To: WELLS FARGO BANK, NATIONAL ASSOCIATION
(The “Exchange Agent”)

By Overnight Courier or Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	Northstar East Bldg. — 12th Floor
6th & Marquette Avenue	P.O. Box 1517	608 2nd Avenue South
Minneapolis, MN 55479	Minneapolis, MN 55480	Minneapolis, MN 55402
Attn: Reorg	Attn: Reorg	Attn: Reorg
(if by mail, registered or certified
recommended)

By Facsimile:	To Confirm by Telephone:
	(800) 344-5128; or
(612) 667-6282	(612) 667-9764
Attn: Bondholder Communications	Attn: Bondholder Communications

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

     THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     The undersigned acknowledges that he or she has received the Prospectus, dated February 22, 2006, (the “Prospectus”) of Res-Care, Inc., a Kentucky corporation (the “Company”) and this Letter of Transmittal and the instructions hereto (the “Letter of Transmittal”), which together constitute the Company’s offer to exchange (the “Exchange Offer”) $1,000 principal amount of each of its 7³/4% Senior Notes due 2013 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of each of its outstanding 7³/4% Senior Notes due 2013 (the “Old Notes”), of which $150,000,000 aggregate principal amount is outstanding, upon the terms and subject to the

conditions set forth in the Prospectus. The term “Expiration Date” shall mean 5:00 p.m., New York City time, on March 24, 2006, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended by the Company. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

     This Letter of Transmittal is to be used either if (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders, (ii) tender of Old Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company (“Depositary” or “DTC”), pursuant to the procedures set forth in “The Exchange Offer - - Procedures for Tendering” in the Prospectus by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes or (iii) tender of Old Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.” Delivery of this Letter of Transmittal and any other required documents must be made to the Exchange Agent. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

     The term “Holder” as used herein means any person in whose name Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder.

     All Holders of Old Notes who wish to tender their Old Notes must, before the Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person or to the address set forth above; and (2) tender (and not withdraw) his or her Old Notes or, if a tender of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a “Book-Entry Confirmation”), in each case in accordance with the procedures for tendering described in the Instructions to this Letter of Transmittal. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this Letter of Transmittal to be delivered to the Exchange Agent on or before the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer — Guaranteed Delivery Procedures” in the Prospectus. (See Instruction 2.)

     Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of the Old Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made promptly following the Expiration Date. For the purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if the Company has given written notice thereof to the Exchange Agent.

     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 Old Notes must complete this Letter of Transmittal in its entirety.

     PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 12 HEREIN.

     HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH ALL OF ITS TERMS.

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR 7³/4% SENIOR NOTES DUE 2013
OF RES-CARE, INC.

     As set forth in the Prospectus dated February 22, 2006 (the “Prospectus”) of Res-Care, Inc. (the “Company”) and in the Letter of Transmittal (the “Letter of Transmittal”), this form or a form substantially equivalent to this form must be used to accept the Exchange Offer (as defined below) if the certificates for the outstanding 7³/4% Senior Notes due 2013 (the “Old Notes”) of the Company and all other documents required by the Letter of Transmittal cannot be delivered to the Exchange Agent by the expiration of the Exchange Offer or compliance with book-entry transfer procedures cannot be effected on a timely basis. Such form may be delivered by hand or transmitted by facsimile transmission, telex or mail to the Exchange Agent no later than the Expiration Date, and must include a signature guarantee by an Eligible Institution as set forth below. Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Prospectus.

By Overnight Courier or Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	Northstar East Bldg. — 12th Floor
6th & Marquette Avenue	P.O. Box 1517	608 2nd Avenue South
Minneapolis, MN 55479	Minneapolis, MN 55480	Minneapolis, MN 55402
Attn: Reorg	Attn: Reorg	Attn: Reorg
(if by mail, registered or certified
recommended)

By Facsimile:	To Confirm by Telephone:
(612) 667-6282 Attn: Bondholder Communications	(800) 344-5128; or (612) 667-9764 Attn: Bondholder Communications

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS NOTICE OF GUARANTEED DELIVERY IS COMPLETED.

     This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instruction thereto, such signatures must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signature(s).

     Ladies and Gentlemen:

     The undersigned acknowledges receipt of the Prospectus and the related Letter of Transmittal which describes the Company’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of a new series of 7³/4% Senior Notes due 2013 (the “Exchange Notes”) for each $1,000 in principal amount of the Old Notes.

     The undersigned hereby tenders to the Company the aggregate principal amount of Old Notes set forth below on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal pursuant to

EX-99.3

Exhibit 99.3

RES-CARE, INC.

OFFER TO EXCHANGE
7³/4% SENIOR NOTES DUE 2013
FOR ANY AND ALL OF ITS
7³/4% SENIOR NOTES DUE 2013

     To Our Clients:

     Enclosed for your consideration are the Prospectus, dated February 22, 2006 (the “Prospectus”) and the related Letter of Transmittal (which together with the Prospectus constitute the “Exchange Offer”) in connection with the offer by Res-Care, Inc., a Kentucky corporation (the “Company”), to exchange its 7³/4% Senior Notes due 2013 (the “Exchange Notes”) for any and all of the outstanding 7³/4% Senior Notes due 2013 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Exchange Offer.

     We are the Registered Holders of Old Notes held for your account. An exchange of the Old Notes can be made only by us as the Registered Holders and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Old Notes held by us for your account. The Exchange Offer provides a procedure for holders to tender by means of guaranteed delivery.

     We request information as to whether you wish us to exchange any or all of the Old Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer.

     Your attention is directed to the following:

     1. The Exchange Notes will be issued in exchange for the Old Notes at the rate of $1,000 principal amount of Exchange Notes for each $1,000 principal amount of Old Notes. Interest on the Exchange Notes issued pursuant to the Exchange Offer will accrue from the last interest payment date on which interest was paid on the Old Notes surrendered in exchange therefor or, if no interest has been paid, from the original date of issuance of the Old Notes. Interest on the Exchange Notes is payable semi-annually on each April 15 and October 15, commencing on April 15, 2006. The Exchange Notes will bear interest (as do the Old Notes) at a rate equal to 7³/4% per annum. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Old Notes, except that (i) the offering of the Exchange Notes has been registered under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the Exchange Notes will not be subject to transfer restrictions (except as otherwise set forth herein) and (iii) certain provisions relating to liquidated damages on the Old Notes provided for under certain circumstances will be eliminated.

     2. Based on an interpretation by the staff of the Securities and Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder which is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or a “broker” or “dealer” registered under the Securities Exchange Act of 1934, as amended) 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 or understanding with any person to participate in the distribution of such Exchange Notes. See the discussion in the Prospectus under “The Exchange Offer — Purpose and Effect of the Exchange Offer.”

     3. The Exchange Offer is not conditioned on any minimum principal amount of Old Notes being tendered.

     4. Notwithstanding any other term of the Exchange Offer, the Company will not be required to accept for exchange, or exchange Exchange Notes for, any Old Notes not theretofore accepted for exchange, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Old Notes, if any of the conditions described in the Prospectus under “The Exchange Offer - Conditions to the Exchange Offer” exist.

     5. Tendered Old Notes may be withdrawn at any time before 5:00 p.m., New York City time, on March 24, 2006.

     6. Any transfer taxes applicable to the exchange of the Old Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in the Prospectus under “The Exchange Offer — Solicitation of Tenders; Fees and Expenses” and in Instruction 9 of the Letter of Transmittal.

     If you wish to have us tender any or all of your Old Notes, please so instruct us by completing, detaching and returning to us the instruction form attached hereto. An envelope to return your instructions is enclosed. If you authorize a tender of your Old Notes, the entire principal amount of Old Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

     The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of (i) holders of the Old Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any provision of any applicable security law, and (ii) holders of Old Notes who are affiliates of the Company.

EX-99.4

Exhibit 99.4

RES-CARE, INC.

OFFER TO EXCHANGE
7³/4% SENIOR NOTES DUE 2013
FOR ANY AND ALL OF ITS
7³/4% SENIOR NOTES DUE 2013

To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:

     We are enclosing herewith an offer by Res-Care, Inc., a Kentucky corporation (the “Company”), to exchange its 7³/4% Senior Notes due 2013 (the “Exchange Notes”) for any and all of its outstanding 7³/4% Senior Notes due 2013 (the “Old Notes”), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated February 22, 2006 (the “Prospectus”), and related Letter of Transmittal (which together with the Prospectus constitutes the “Exchange Offer”).

     The Exchange Offer provides a procedure for holders to tender the Old Notes by means of guaranteed delivery.

     The Exchange Offer will expire at 5:00 p.m., New York City time, on March 24, 2006, unless extended (the “Expiration Date”). Tendered Old Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

     Based on an interpretation by the staff of the Securities and Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder which is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or a “broker” or “dealer” registered under the Securities Exchange Act of 1934, as amended) 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. See the discussion in the Prospectus under “The Exchange Offer — Purpose and Effect of the Exchange Offer.”

     The Exchange Offer is not conditioned on any minimum principal amount of Old Notes being tendered.

     Notwithstanding any other term of the Exchange Offer, the Company will not be required to accept for exchange, or exchange Exchange Notes for, any Old Notes not theretofore accepted for exchange, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Old Notes, if any of the conditions described in the Prospectus under “The Exchange Offer — Terms of the Exchange Offer” exist.

     The Company reserves the right not to accept tendered Old Notes from any tendering holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws.

     For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

     1. A Prospectus dated, February 22, 2006.

     2. A Letter of Transmittal for your use and for the information of your clients.

     3. A printed form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

     4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 of the Internal Revenue Service.

EX-99.5

Exhibit 99.5

RES-CARE, INC.

OFFER TO EXCHANGE
7³/4% SENIOR NOTES DUE 2013
FOR ANY AND ALL OF ITS OUTSTANDING
7³/4% SENIOR NOTES DUE 2013

INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER

     The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal, in connection with the offer by the company to exchange the 7³/4% Senior Notes due 2013 (the “Old Notes”).

     This will instruct you to tender the principal amount of Old Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal.

     The undersigned represents that (i) the 7³/4% Senior Notes due 2013 (the “Exchange Notes”) to be acquired pursuant to the Exchange Offer in exchange for the Old Notes designated below are being obtained in the ordinary course of business of the person receiving such Exchange Notes, (ii) neither the undersigned nor any other person receiving such Exchange Notes is participating, intends to participate, or has any arrangement or understanding with any person to participate, in the distribution of such Exchange Notes, and (iii) it is not an “affiliate,” as defined under rule 405 of the Securities Act of 1933 (the “Securities Act”), of the Company. Affiliates of the Company may not tender their Old Notes in the Exchange Offer.

     If the undersigned is a “broker” or “dealer” registered under the Securities Exchange Act of 1934 that acquired Old Notes for its own account pursuant to its market-making or other trading activities (other than Old Notes acquired directly from the Company), the undersigned understands and acknowledges that it may be deemed to be an “underwriter” within the meaning of the Securities Act and, therefore, must deliver a prospectus relating to the Exchange Notes in connection with any resales by it of Exchange Notes acquired for its own account in the Exchange Offer. Notwithstanding the foregoing, the undersigned does not thereby admit that it is an “underwriter” within the meaning of the Securities Act.

     You are hereby instructed to tender all Old Notes held for the account of the undersigned unless otherwise indicated below.

     _______ Do not tender any Old Notes.

     _______ Tender Old Notes in the aggregate principal amount of $_______

SIGNATURE:

Name of Beneficial Owner (please print)

By

Signature

Address

Area Code and Telephone Number

Dated:                , 2006