Exhibit 3.8
RESTATED BY-LAWS
OF
SUMMIT CARE PHARMACY, INC.
a California corporation
ARTICLE I
OFFICES
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Section 1. Principle Office. The principal executive office of the
corporation is hereby fixed and located at: 1800 Avenue of the Stars, 12th
Floor, Los Angeles, California. The Board of Directors (hereinafter the
"Board") is hereby granted full power and authority to change said principal
executive office from one location to another.
Section 2. Other Offices. Branch or subordinate office may be established
at any time by the Board at any other place or places.
ARTICLE II
SHAREHOLDERS
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Section 1. Place of Meetings. Meetings of the Shareholders of this
corporation shall be held either at the principal executive office of the
corporation, or at any other place which may be designated either by the Board
or by the written consent of the Shareholders, given either before or after the
meeting and filed with the Secretary of the corporation.
Section 2. Other Offices. Branch or subordinate office may be established
at any time by the Board at any other place or places.
ARTICLE II
SHAREHOLDERS
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Section 1. Place of Meetings. Meetings of the Shareholders of this
corporation shall be held either at the principal executive office of the
corporation, or at any other place which may be designated either by the Board
or by the written consent of the Shareholders, given either before or after the
meeting and filed with the Secretary of the corporation.
Section 2. Annual Meetings. The annual meeting of the Shareholders shall
be held on such date and at such time as may be fixed by the Board or the
Shareholders.
Section 3. Special Meetings. Special meetings of the Shareholders, for any
purpose or purposes whatsoever, may be called at any time by the Board, the
President, or by a Shareholder.
Section 4. Action Without a Meeting. Any action(s) which may be taken at a
meeting of the Shareholders may be taken without a meeting by a written consent
to such action(s) signed by all the Shareholders, which document shall be
inserted in the Minute Book of the corporation.
ARTICLE III
DIRECTORS
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Section 1. Powers. Subject to limitations of the Articles, these Restated
By-laws, and the laws of the State of California as to action required to be
approved by the Shareholders, 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.
Section 2. Number and Qualification. The authorized number of directors
shall be not less than two (2) nor more than the maximum authorized by law. The
exact number of directors may be fixed, from time to time to time, by the Board
or the Shareholders. The number of directors shall be two (2) until changed by
action of the Board or the Shareholders as permitted by law.
Section 3. Vacancies. Vacancies in the Board may be filled by a majority of
the remaining directors, though less than a quorum, or by the Shareholders. Each
director so elected shall hold office until his successor is elected at an
annual meeting of the Shareholders or a special meeting called for that purpose.
Section 4. Action by Directors Without a Meeting. Any action(s) which may
be taken at a meeting of the Board may be taken without a meeting if authorized
by a writing signed by all of the members of the Board, which document shall be
inserted in the Minute Book of the corporation.
ARTICLE IV
OFFICERS
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Section 1. Officers. The officers of the corporation shall be selected and
removed by the Board in its discretion and shall consist of a President, any
appropriate number of Vice Presidents, a Secretary, and a Chief Financial
Officer who shall hold the office of Treasurer. The corporation may also have,
at the discretion of the Board, such other officers as the corporation may
require; all such officers shall hold their respective office for such period,
have authority, and perform such duties as the Board may from time to time
determine.
Section 2. Authority of Certain Officers. Anything herein to the contrary
notwithstanding, the following described officers shall have the authority set
forth after their respective designation:
A. President. The President shall be the general manager and chief
executive officer of the corporation and shall have responsibility for, subject
to the control of the Board, general supervision, direction, and control of the
business and affairs of the corporation. The President shall preside at all
meeting of the Shareholders and at all meetings of the Board. The President
shall have the general powers and duties of management usually vested in the
office of president and general manager of a corporation and such other powers
and duties as may be prescribed by the Board.
B. Vice President. In the absence or disability of the President,
any Vice President so designated by the Board or 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 the restrictions upon the President. All Vice Presidents,
if any, shall have such powers and perform such duties as from time to time may
be prescribed by the Board or delegated by the President.
2.
C. Secretary. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board may order, (i) a
book containing minutes of all meetings of the Shareholders and the Board, and
(ii) a share register or a duplicate share register. The Secretary shall give,
or cause to be given, notice of all the meetings of the Shareholders and of the
Board required by these Restated By-laws or by law to be given, shall keep the
seal of the corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board.
D. Chief Financial Officer and Treasurer. The Chief Financial
Officer of the Corporation shall hold the office of Treasurer and shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts of
the properties and business transactions of the corporation. Such officer shall
send or cause to be sent to the Shareholders such financial statements and
reports as are by law or these Restated By-laws required to be sent to said
Shareholders. The books of account shall at all times be open to inspection by
any director. Such officer shall cause all moneys and other valuable to be
deposited in the name and to the credit of the corporation. Such officer shall
(i) disburse or cause to be disbursed the funds of the corporation as may be
ordered by the Board, (ii) render to the President and the directors, whenever
they request it, an account of all transactions and of the financial condition
of the corporation, and (iii) have such other powers and perform such other
duties as may be prescribed by the Board.
ARTICLE V
OTHER PROVISIONS
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Section 1. Checks and Drafts. 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 shall be determined from time to time by
resolution of the Board.
Section 2. Execution of Contracts. The Board may authorize any officers or
agents to enter into any contract or execute any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances. Unless so authorized by the Board, no officers, agent,
employee or other person shall have any other person 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 amount.
Section 3. Annual Report to Shareholders. Annual reports to the
Shareholders are expressly waived, but nothing herein shall be interpreted as
precluding the issuance of annual or other periodic reports to the
Shareholders.
ARTICLE VI
AMENDMENTS
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These Restated By-laws may be amended or repealed either by the
Shareholders or otherwise as authorized under the laws of the State of
California.
3.