Exhibit 3.18
BYLAWS
OF
SUMMIT CARE MANAGEMENT TEXAS, INC.
ARTICLE I. OFFICES
The principal office of the corporation in the State of Texas shall be
located in the City of San Antonio, County of Bexar. The corporation may have
such other offices, either within or without the State of Texas, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.
ARTICLE 2. SHAREHOLDERS
SECTION 1. Annual Meetings. The annual meeting of the shareholders shall be
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held, beginning with the year 1997, upon the date and at the hour designated by
the Board of Directors by notice to the shareholders, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, 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 such special
meeting can be conveniently scheduled.
SECTION 2. Special Meetings. Special meetings of the shareholders, for any
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purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the President
at the request of the holders of not less than 10% of all the outstanding shares
of the corporation entitled to vote at the meeting.
SECTION 3. Place of Meetings. The Board of Directors may designate any
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place, either within or without the State of Texas, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
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 Texas, unless
otherwise prescribed by statute, as the place for the holding of such meeting.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal office of the corporation in the State
of Texas.
SECTION 4. Notice of Meetings. Written or printed notice stating the place,
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day and hour of the meeting and, in case of special meeting, the purpose or
purposes for which the meeting is called, shall (unless otherwise prescribed by
statute) be delivered not more than 60 days and not less than 10 days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, 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 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.
SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the
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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 a distribution by the corporation (other than a distribution involving a
purchase or redemption by the corporation of any of its own shares) or a share
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, 60 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 10 days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholder, such date in any case to be not more than 60 days
and, in case of a meeting of shareholders, not less than 10 days before 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 shareholder, or shareholders entitled to receive payment of a
distribution (other than a distribution involving a purchase or redemption by
the corporation of any of its own shares) or a share 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 distribution or share dividend is adopted, as the
case may be, shall be the record date for such determination of shareholder.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the stock
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transfer books for shares of the corporation shall make at least 10 days before
each meeting of shareholders a complete list of the shareholders entitled to
vote at each 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 10 days before 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 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 to vote at any meeting of the
shareholders.
SECTION 7. Quorum. A majority of the outstanding shares of the corporation
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entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholder 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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SECTION 8. Manner of Acting. The vote of the holders of a majority of the
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shares entitled to vote and thus represented at such meeting at which a quorum
is present shall be the act of the shareholder's meeting unless the vote of a
greater number is required by law, the Articles of Incorporation or those
Bylaws.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder may
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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
11 months from the date of its execution, unless provided in the proxy. Each
proxy shall be revocable unless the proxy form conspicuously states that the
proxy is irrevocable and the proxy is coupled with an interest.
SECTION 10. Voting of Shares. Subject to the provisions of Section 13 of
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this Article 2, each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of the shareholders.
SECTION 11. Voting of Shares by Certain Holders. Shares standing in the
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name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into the name of the trust.
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.
Shares of its own stock belonging to the corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
SECTION 12. Informal Action by Shareholders. Unless otherwise provided by
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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 consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
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subject matter thereof. Meetings of shareholders by use of conference telephone
or similar communications equipment may also be held as more specifically
described in Section 9 of Article 3 of these Bylaws.
SECTION 13. Cumulative Voting Prohibited. At each election for directors,
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every shareholder entitled to vote at such election shall have the right to
vote, in person or by proxy, the number of shares owned by him for as many
persons as there are directors to be elected and for whose election he has a
right to vote. Cumulative voting is expressly prohibited.
ARTICLE 3. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the corporation
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shall be managed by its Board of Directors. Directors need not be residents of
this state or shareholders of the corporation.
SECTION 2. Number, Tenure and Qualifications. The number of directors of
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the corporation shall be one or more, as determined from time to time at any
meeting of the shareholders. No change in the number of directors may reduce the
term of the then incumbent directors. Each director shall hold office until the
next annual meeting of the shareholders and until his successor shall have been
elected and qualified.
SECTION 3. Resignation. Any director may resign by giving written notice to
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the President or the Secretary. The resignation shall take effect at the time
specified therein. The acceptance of such resignation shall not be necessary to
make it effective.
SECTION 4. Regular Meetings. A regular meeting of the Board of Directors
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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 for the holding of additional
regular meetings without other notice than such resolution.
SECTION 5. Special Meetings. Special meetings of the Board of Directors may
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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
the place for holding any special meeting of the Board of Directors called by
them.
SECTION 6. Notice. Notice of any special meeting shall be given at least 1
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day previously thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram or telephone. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
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 a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the
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express purpose of objecting to the transaction or any business because the
meeting is not lawfully called or convened.
SECTION 7. Quorum. A majority of the number of directors then fixed by the
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shareholders shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
SECTION 8. Manner of Acting. The act of the majority of the directors
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present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 9. Action Without a Meeting. Consent in Writing and Conference
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Telephone Call. Any action that may be taken by the Board of Directors at a
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meeting may be taken without a meeting if consent in writing, setting forth the
action so taken, shall be signed by all of the directors. Subject to the
provisions of these Bylaws for notice of meetings, members of the Board of
Directors, members of any committee designated by the Board or shareholders may
participate in and hold a meeting of such Board, committee or shareholders by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in such a meeting shall constitute presence in person at such
meeting, except where 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.
SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors may
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be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. 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 election at an annual
meeting or at a special meeting of the shareholders called for that purpose.
SECTION 11. Compensation. By resolution of the Board of Directors, each
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director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 12. Presumption of Assent. A director of the corporation who is
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present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
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SECTION 13. Removal. Any director or the entire Board of Directors may be
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removed, with or without cause, at any meeting of the shareholders called
expressly for that purpose, by a vote of the holders of a majority of the shares
then entitled to vote at an election of directors. In the event cumulative
voting is permitted by these Bylaws at any time, if less than the entire Board
is to be removed, no one of the directors may be removed if the votes cast
against his removal would be sufficient to elect him if then cumulatively voted
at an election of the entire Board of Directors, or if there be classes of
directors, at an election of the class of directors of which he is a part.
SECTION 14. Committees. The Board of Directors, by resolution adopted by a
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majority of the full Board of Directors, may designate from among its members
one or more committees, including an executive committee. Each committee shall
have and may exercise such authority of the Board of Directors as is set forth
in the resolution creating the committee, except that if an executive committee
is appointed, it shall have and may exercise all of the authority of the Board
of Directors, except as specifically prohibited in the resolution or in this
Section of the Bylaws. In no event, however, shall any such committee have the
authority of the Board of Directors in reference to amending the Articles of
Incorporation, approving a plan of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
property and assets of the corporation otherwise than in the usual and regular
course of its business, recommending to the shareholders a voluntary dissolution
of the corporation or a revocation thereof, amending, altering or repealing the
Bylaws or adopting new Bylaws, filling vacancies in or removing members of the
Board of Directors or any such committee, electing or removing officers, fixing
the compensation of any member of such committee or altering or repealing any
resolution of the Board of Directors which by its terms provides that it shall
not be so amendable or repealable; and, unless such resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of shares of the corporation. Any
resignation of such committee and the delegation to such committee of authority
shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed by law.
SECTION 15. Interested Directors.
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(A) If paragraph (B) of this Section 15 is satisfied, no contract or
other transaction between the corporation and any of its directors (or any
corporation or firm in which any of them are directly or indirectly interested)
shall be invalid solely because of this relationship or because of the presence
of such director, at the meeting authorizing such contract or transaction, or
his participation in such meeting or authorization.
(B) Paragraph (A) of this Section 15 shall apply only if:
(1) The material facts of the relationship or interest of each
such director are known or disclosed:
(a) To the Board of Directors or a committee and the Board
or committee nevertheless authorizes or ratifies the contract or transaction by
a majority of the directors present,
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each such interested director to be counted in determining whether a quorum is
present but not in calculating the majority necessary to carry the vote; or
(b) To the shareholders and they nevertheless authorize or ratify
the contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or
(2) The contract or transaction is fair to the corporation as of the
time it is authorized or ratified by the Board of Directors, a committee of the
Board, or the shareholders.
(C) This provision shall not be construed to invalidate a contract or
transaction which would be valid in the absence of this provision.
ARTICLE 4. OFFICERS
SECTION 1. Officers. The corporation shall have a President and a
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Secretary. The corporation may have a Vice-President, a Treasurer and such other
officers (including a Chairman of the Board and additional Vice-Presidents) and
assistant officers and agents, as the Board of Directors may think necessary.
Any two or more offices may be held by the same person.
SECTION 2. Election and Term of Office. The officers of the corporation to
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be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held at a special meeting as soon as such
meeting can be conveniently scheduled. 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 may be removed by the Board of
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Directors whenever, in its judgment, the best interests of the corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the, person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.
SECTION 4. Resignation. Any officer may resign by giving written notice to
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the President or the Secretary. The resignation shall take effect at the time
specified therein. The acceptance of such resignation shall not be necessary to
make it effective.
SECTION 5. Vacancies. A vacancy in any office because of death,
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resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 6. Chairman of the Board. The Chairman of the Board, if such an
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officer has been elected by the Board of Directors, shall, if present, preside
at all meetings of the Board of
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Directors and exercise and perform such other powers and duties as from time to
time may be assigned to him by the Board of Directors or prescribed by these
Bylaws.
SECTION 7. President. Subject to such supervisory and executive powers, if
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any, which may be given by the Board of Directors to the Chairman of the Board,
if the Board of Directors has elected a Chairman of the Board, 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. The President shall, when present,
preside at all meetings of the shareholders and the Board of Directors. The
President 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 from time to time may be assigned to him by the Board of
Directors.
SECTION 8. Vice-President. In the absence of the President or in the event
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of his death, inability or refusal to act, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of, and be subject to, all the restrictions
upon the President. The Vice-Presidents shall perform such other duties as from
time to time may be assigned to them by the Board of Directors or by the
President.
SECTION 9. Secretary and Assistant Secretaries. The Secretary shall attend
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all meetings of the Board and all meetings of the shareholders and shall record
all votes and the minutes of all proceedings 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 all meetings of the Board of Directors
and shall perform such other duties as may be prescribed by the Board. He shall
keep in safe custody the seal, if any, of the corporation, and when authorized
by the Board, affix the same to any instrument requiring it, and when so
affixed, it shall be attested by his signature or by the signature of an
Assistant Secretary. The Secretary shall perform such other duties as from time
to time may be assigned by the Board of Directors or by the President.
The Assistant Secretaries in the order of their seniority as determined by
the order of their election shall, in the absence or disability of the
Secretary, perform all the duties and exercise the powers of the Secretary, and
they shall perform such other duties as from time to time may be assigned to
them by the Board of Directors or by the President.
In the absence of the Secretary or an Assistant Secretary, the minutes of
all meetings of the Board and shareholders shall be recorded by such person as
shall be designated by the Board of Directors or by the President.
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SECTION 1O. Treasurer and Assistant Treasurers. The Treasurer shall
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have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements. He shall keep and maintain the corporation's books of
account and shall render to the President and directors an account of all of his
transactions as Treasurer and of the financial condition of the corporation and
exhibit his books, records and accounts to the President or directors at any
time. He shall disburse funds for capital expenditures as authorized by the
Board of Directors and in accordance with the orders of the President, and
present to the President for his attention any requests for disbursing funds if
in the judgment of the Treasurer any such request is not properly authorized.
The Treasurer shall perform such other duties as from time to time may be
assigned to him by the Board of Directors or by the President.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.
The Assistant Treasurers in the order of their seniority as determined by
the order of their election shall, in the absence or disability of the
Treasurer, perform all the duties and exercise the powers of the Treasurer, and
they shall perform such other duties as from time to time may be assigned to
them by the Board of Directors or by the President.
SECTION 11. Compensation. The salaries of the officers shall be determined
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from time to time by the Board of Directors, but no formal action of the
directors shall be required in determining such salaries. No officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION I. Indemnification. The corporation shall indemnify any director or
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officer or former director or officer of the corporation and any person who,
while a director or officer 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 against reasonable expenses incurred by him in
connection with any action, suit or proceeding in which he is a named defendant
or respondent if he has been wholly successful, on the merits or otherwise, in
the defense of such action, suit or proceeding. The corporation may indemnify
any director or officer or former director or officer of the corporation, and
any person who, while a director or officer of the corporation. is or was
serving at the request of the corporation
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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 who was, or is, threatened to be named a defendant or respondent in
an action, suit or proceeding against judgments, penalties (including excise and
similar taxes), fines, settlements and reasonable expenses actually incurred by
him in connection with an action, suit or proceeding to the full extent
permitted by Article 2.02-1 of the Texas Business Corporation Act.
SECTION 2. Advancement of Expenses. The corporation may pay in advance any
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reasonable expenses which may become subject to indemnification subject to the
provisions of Article 2.02-1 of the Texas Business Corporation Act.
SECTION 3. Insurance. The corporation may purchase and maintain insurance
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or another arrangement on behalf of any person who is or was a director or
officer or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise against
any liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under these Bylaws or the laws of
the State of Texas.
SECTION 4. Other Indemnification. The protection and indemnification
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provided hereunder shall not be deemed exclusive of any other rights to which
such director or officer or former director or officer may be entitled, under
any agreement, insurance policy, vote of the shareholders, or otherwise.
ARTICLE 6. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer or
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officers or agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the corporation
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and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. Checks and Orders for Payment. All checks, drafts or other
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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
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
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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.
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ARTICLE 7. CERTIFICATES FOR SHARES AND THEIR TRANSFERS
SECTION 1. Certificates for Shares. Certificates representing shares of
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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, and sealed with the corporate seal if the corporation has a
corporate seal. 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 be surrendered or cancelled, except that in a 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. Transfer of Shares. Transfer of shares of the corporation
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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 certificate or 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 8. BOOKS AND RECORDS
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 principal 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 the shares held by
each.
ARTICLE 9. FISCAL YEAR
The fiscal year of the corporation shall be determined and fixed by the
Board of Directors of the corporation.
ARTICLE 10. DISTRIBUTIONS
The Board of Directors may from time to time declare, and the
corporation may pay, distributions on its outstanding shares in the manner and
upon the terms and conditions provided by law and the corporation's Articles of
Incorporation.
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ARTICLE 11. NO CORPORATE SEAL
The corporation shall not have a corporate seal, but the Board of
Directors may at any time provide for an appropriate seal, if deemed necessary
or advisable.
ARTICLE 12. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the corporation under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the Texas 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 13. AMENDMENTS
Those Bylaws may be altered, amended or repealed, and new bylaws may be
adopted, at any meeting of the Board of Directors of the corporation by a
majority vote by the directors, subject to repeal or change by action of the
shareholders.
ARTICLE 14. GENERAL PROVISIONS
SECTION 1. Construction. Whenever the context so requires, the masculine
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shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:
(A) The remainder of these Bylaws shall be considered valid and
operative, and
(B) Effect shall be given to the intent manifested by the portion
held invalid or inoperative.
SECTION 2. Headings. The headings are for organization, convenience and
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clarity. In interpreting these Bylaws, they shall be subordinated in importance
to the other written material.
CERTIFICATE OF SECRETARY
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The undersigned, Secretary or an Assistant Secretary of Summit Care
Management Texas, Inc., does hereby certify that the foregoing Bylaws were duly
adopted by the Board of Directors on _____________________, 1996.
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