Exhibit 3.48
BY-LAWS OF
SYCAMORE PARK CONVALESCENT HOSPITAL
ARTICLE I
SHAREHOLDERS' MEETING
Section 1. PLACE OF MEETINGS.
All meetings of the shareholders shall be held at the office of the
corporation in the State of California, as may be designated for that purpose
from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS.
The annual meeting of the shareholders shall be held on the 30th day
of September in each year, if not a legal holiday, and if a legal holiday, then
on the next succeeding business day, at the hour of 10:00 o'clock A.M., at
which time the shareholders shall elect by plurality vote a Board of Directors,
consider reports of the affairs of the Corporation, and transact such other
business as may properly be brought before the meeting.
Section 3. SPECIAL MEETINGS.
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 two or more members thereof, or by one or more shareholders
holding not less than one-fifth (1/5) of the voting power of the corporation.
Section 4. NOTICE OF MEETINGS.
Notices of meetings annual or special, shall be given in writing to
shareholders entitled to vote by the Secretary or the Assistant Secretary, or if
there be no such officer, or in case of his neglect or refusal, by any director
or shareholder.
Such notices shall be sent to the shareholder's address appearing on
the books of the corporation, or supplied by him to the corporation for the
purpose of notice, not less than seven days before such meeting.
Notice of any meeting of shareholders shall specify the place, the day
and the hour of meeting, and in case of special meeting, as provided by the
Corporations Code of California, the general nature of the business to be
transacted.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of the adjournment or of
the business to be transacted at an adjourned meeting other than by announcement
at the meeting at which such adjournment is taken.
Section 5. CONSENT TO SHAREHOLDERS' MEETINGS.
The transactions of any meeting of shareholders, however called and
noticed, shall be 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
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of the shareholders entitled to vote, not present in person or by proxy, sign a
written waiver of notice, or a consent to the holding of such meeting, or an
approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.
Any action which 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
holders of shares who would be entitled to vote at a meeting for such purpose,
and filed with the Secretary of the corporation.
Section 6. QUORUM.
The holders of a majority of the shares 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, by the Articles of Incorporation,
or by these By-Laws. 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 proxy, shall have power to adjourn the
meeting from time to time, until the requisite amount of voting shares shall be
present. At such adjourned meeting at which the requisite amount of voting
shares shall be represented, any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 7. VOTING RIGHTS; CUMULATIVE VOTING.
Only persons in whose names shares entitled to vote stand on the stock
records of the corporation on the day of any meeting of shareholders, unless
some other day be fixed by the Board of Directors for the determination of
shareholders of record, then on such other day, shall be entitled to vote at
such meeting.
Every shareholder entitled to vote shall be entitled to one vote for
each of said shares and shall have the right to cumulate his votes as provided
in Section 2235, Corporations Code of California.
Section 8. PROXIES.
Every shareholder entitled to vote, or to execute consents, may do so,
either in person or by written proxy, executed in accordance with the provisions
of Section 2225 of the Corporations Code of California and filed with the
Secretary of the corporation.
ARTICLE II
DIRECTORS; MANAGEMENT
Section 1. POWERS.
Subject to the limitation of the Articles of Incorporation, of the
By-Laws and of the Laws of the State of California as to action to be
authorized or approved by the shareholders, all corporate powers shall be
exercised by or under authority of, and the business and affairs of this
corporation shall be controlled by, a Board of Directors.
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Section 2. NUMBER AND QUALIFICATION.
The authorized number of directors of the corporation shall be five
(5) until changed by amendment to the Articles of Incorporation or by an
amendment to this Section 2, Article II of these By-Laws, adopted by the vote
or written assent of the shareholders entitled to exercise the majority of
the voting power of the corporation.
Section 3. ELECTION AND TENURE OF OFFICE.
The directors shall be elected by ballot at the annual meeting of the
shareholders, to serve for one year and until their successors are elected and
have qualified. Their term of office shall begin immediately after election.
Section 4. 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,
and each director so elected shall hold office until his successor is elected at
an annual meeting of shareholders or at a special meeting called for that
purpose.
The shareholders may at any time elect a director to fill any vacancy
not filled by the directors, and may elect the additional directors at the
meeting at which an amendment of the By-Laws is voted authorizing an increase in
the number of directors.
A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any director, or if the shareholders shall increase
the authorized number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
director so provided for, or in case the shareholders fail at any time to elect
the full number of authorized 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, shall
have power to elect a successor to take office when the resignation shall become
effective.
No reduction of the number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 5. REMOVAL OF DIRECTORS.
The entire Board of Directors or any individual director may be
removed from office as provided by Sections 807, 810 and 811 of the Corporations
Code of the State of California.
Section 6. PLACE OF MEETINGS.
Meetings of the Board of Directors shall be held at the office of the
corporation in the State of California, as designated for that purpose, from
time to time, by resolution of the Board of Directors, or written consent of all
of the Members of the Board. Any meeting shall be valid, wherever held, if held
by the written consent of all Members of the Board of Directors, given either
before or after the meeting and filed with the Secretary of the corporation.
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Section 7. ORGANIZATION MEETINGS.
The organization meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
shareholders.
Section 8. OTHER REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held on the last
Monday of March, June, September and December.
If said day shall fall upon a holiday, such meetings shall be held on the next
succeeding business day thereafter. No notice need be given of such regular
meetings.
Section 9. SPECIAL MEETINGS--NOTICES.
Special meetings of the Board of Directors for any purpose or purposes
shall be called at any time by the President or if he is absent or unable or
refuses to act, by any Vice-President, or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by letter or by
telegram, charges prepaid, addressed to him at his address as it is shown upon
the records of the corporation, or if it is not so shown on such records or is
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company in the
place in which the principal office of the corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered as above provided; it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
Section 10. WAIVER OF NOTICE.
When all the directors are present at any directors' meeting, however
called or noticed, and sign a written consent thereto on the records of such
meeting, or, if a majority of the directors are present, and if those not
present sign in writing a waiver of notice of such meeting, whether prior to or
after the holding of such meeting, which said waiver shall be filed with
Secretary of the corporation, the transactions thereof are as valid as if had at
a meeting regularly called and noticed.
Section 11. NOTICE OF ADJOURNMENT.
Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place be fixed at the meeting
adjourned.
Section 12. QUORUM.
A majority of the number of directors as fixed by the articles or
By-Laws shall be necessary to constitute a quorum for the transaction of
business, and the action of a majority of the directors
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present at any meeting at which there is a quorum, when duly assembled, is valid
as a corporate act; provided that a minority of the directors, in the absence of
a quorum, may adjourn from time to time, but may not transact any business.
Section 13. CONSENT OF BOARD OBVIATING NECESSITY OF MEETING
Notwithstanding anything to the contrary contained in these By-Laws,
any action required or permitted to be taken by the board of directors under any
provisions of Sections 100 - 6804 of the Corporations Code of California may be
taken without a meeting, if all members of the board of directors shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.
ARTICLE III
OFFICERS
Section 1. OFFICERS.
The officers shall be a President, one or more Vice-Presidents, a
Secretary and a Treasurer, which officers shall be elected by, and hold office
at the pleasure of, the Board of Directors.
Section 2. ELECTION.
After their election the directors shall meet and organize by electing
a President from their own number, and one or more Vice-Presidents, a
Secretary and a Treasurer, who may, but need not be, members of the Board of
Directors. Any two or more of such offices except those of President and
Secretary, may be held by the same person.
Section 3. COMPENSATION AND TENURE OF OFFICE.
The compensation and tenure of office of all the officers of the
corporation shall be fixed by the Board of Directors.
Section 4. REMOVAL AND RESIGNATION.
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 any 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
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.
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Section 5. VACANCIES.
A vacancy in any office because of death, resignation, removal;
disqualification or other cause shall be filled in the manner prescribed in the
By-Laws for regular appointments to such office.
Section 6. 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 affairs of the
corporation. He shall preside at all meetings of the shareholders and of the
Board of Directors. He shall be ex-officio a member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the By-Laws.
Section 7. VICE-PRESIDENTS.
The Vice-Presidents shall, in the order designated by the Board of
Directors, in the absence or disability of the President, perform the duties and
exercise the powers of the President, and shall perform such other duties as the
Board of Directors shall prescribe.
Section 8. SECRETARY.
The Secretary shall keep, or cause to be kept, a book of minutes at
the principal office or such other place as the Board of Directors may order, of
all meetings 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' 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 office
or at the office of the corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors required by the
By-Laws or by law to be given; he shall keep the seal of the corporation and
affix said seal to all documents requiring a seal, and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or the By-Laws.
Section 9. TREASURER.
The Treasurer shall receive and keep all the funds of the corporation,
and pay them out only on the check of the corporation, signed in the manner
authorized by the Board of Directors.
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Section 10. ASSISTANTS.
Any Assistant Secretary or Assistant Treasurer, respectively, may
exercise any of the powers of Secretary or Treasurer, respectively, as provided
in these By-Laws or as directed by the Board of Directors, and shall perform
such other duties as are imposed upon them by the By-Laws or the Board of
Directors.
SECTION 11. SUBORDINATE OFFICERS.
The Board of Directors may from time to time appoint such subordinate
officers or agents as the business of the corporation may require, fix their
tenure of office and allow them suitable compensation.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
The Board of Directors may appoint an executive committee, and such
other committees as may be necessary from time to time, consisting of such
number of its members and with such powers as it may designate, consistent with
the Articles of Incorporation and By-Laws and the General Corporation Laws of
the State of California. Such committees shall hold office at the pleasure of
the board.
ARTICLE V
CORPORATE RECORDS AND REPORTS--INSPECTION
Section 1. RECORDS.
The corporation shall maintain adequate and correct accounts, books
and records of its business and properties. All of such books, records and
accounts shall be kept at its principal place of business in the State of
California, as fixed by the Board of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS.
All books and records provided for in Sections 3003 - 3005 of the
Corporations Code of California shall be open to inspection of the directors and
shareholders from time to time and in the manner provided in said Sections 3003
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Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS.
The original or a copy of these By-Laws, as amended or otherwise
altered to date, certified by the Secretary, shall be open to inspection by the
shareholders of the company, as provided in Section 502 of the Corporations Code
of California.
Section 4. CHECKS, DRAFTS, ETC.
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 of
Directors.
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Section 5. CONTRACTS, ETC.--HOW EXECUTED.
The Board of Directors, except as in the By-Laws otherwise provided,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
Unless so authorized by the Board of Directors, no officer, agent or employee
shall have any power of authority to bind the corporation by any contract or
engagement, or to pledge its credit, or to render it liable for any purpose or
to any amount.
Section 6. ANNUAL REPORTS.
The Board of Directors shall cause annual reports to be made to the
shareholders as provided by Sections 3006 - 3012 of the Corporations Code of
California. The Board of Directors shall cause such annual reports to be sent to
the shareholders not later than one hundred twenty (120) days after the close of
the fiscal or calendar year.
ARTICLE VI
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES.
Certificates for shares shall be of such form and device as the Board of
Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; the par value, if any, or a statement that such shares
are without par value; a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable, or, if assessments are collectible by personal action, a
plain statement of such facts.
Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signatures of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an
incorporated bank or trust company, either domestic or foreign, as registrar of
transfers.
Section 2. TRANSFER ON THE BOOKS.
Upon surrender to the Secretary or transfer agent of the corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES.
Any person claiming a certificate of stock to be lost or
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destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, and shall if the
directors so require give the corporation a bond of indemnity, in form and with
one or more sureties satisfactory to the Board, in at least double the value of
the stock represented by said certificate, whereupon a new certificate may be
issued of the same tenor and for the same number of shares as the one alleged to
be lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS.
The Board of Directors may appoint one or more transfer agents of
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.
Section 5. CLOSING STOCK TRANSFER BOOKS.
The Board of Directors may close the transfer books in their discretion
for a period not exceeding thirty days preceding any meeting, annual or special,
of the shareholders, or the day appointed for the payment of a dividend.
Section 6. RESTRICTION ON TRANSFERS OF SHARES.
Before there can be a valid sale or transfer of any of the shares of
this corporation by the holders thereof, the holder of the shares to be sold or
transferred shall first give notice in writing to the secretary of this
corporation of his intention to sell or transfer such shares. Said notice shall
specify the number of shares to be sold or transferred, the price per share, and
the terms upon which such holder intends to make such sale or transfer. The
secretary shall, within five (5) days thereafter, mail or deliver a copy of said
notice to each of the other shareholders of record of this corporation.. Such
notice may be delivered to such shareholders personally or may be mailed to the
last known addresses of such shareholders, as the same may appear on the books
of this corporation. Within twenty (20) days after the mailing or delivering of
said notice to such shareholders, any such shareholder or shareholders desiring
to acquire any part or all of the shares referred to in said notice shall
deliver by mail or otherwise to the secretary of this corporation a written
offer or offers, expressed to be acceptable immediately, to purchase a specified
number or numbers of such shares at the price and upon the terms
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stated in said notice, accompanied by the purchase price therefor with
authorization to pay such purchase price against delivery of such shares.
If the total number of shares specified in such offer exceeds the number
of shares referred to in said notice, each offering shareholder shall be
entitled to purchase such proportion of the shares referred to in said notice to
the secretary as the number of shares of this corporation, which he holds, bears
to the total number of shares held by all such shareholders desiring to purchase
the shares referred to in said notice to the secretary.
If all of the shares referred to in said notice to the secretary are not
disposed of under such apportionment, each shareholder desiring to purchase
shares in a number in excess of his proportionate share, as provided above,
shall be entitled to purchase such proportion of those shares which remain thus
undisposed of, as the total number of shares which he holds bears to the total
number of shares held by all of the shareholders desiring to purchase shares in
excess of those to which they are entitled under such apportionment.
If none or only a part of the shares referred to in said notice to the
secretary is purchased, as aforesaid, in accordance with offers made within said
twenty (20) days period, the shareholder desiring to sell or transfer may
dispose of all shares of stock referred to in said notice to the secretary not
so purchased by the other shareholders, to any person or persons he may so
desire; provided, however, that he shall not sell or transfer such shares at a
lower price or on terms more favorable to the purchaser or transferee than those
specified in said notice to the secretary.
Any sale or transfer, or purported sale or transfer, of the shares of
this corporation shall be null and void unless the terms, conditions and
provisions of this Section 6 are strictly observed and followed.
ARTICLE VII
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the date of its incorporation, and the word
California.
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ARTICLE VIII
AMENDMENTS TO BY-LAWS
SECTION 1. BY SHAREHOLDERS.
New By-Laws may be adopted or these By-Laws may be repealed or amended
at their annual meeting, or at any other meeting of the shareholders called for
that purpose, by a vote of shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such shareholders.
Section 2. POWERS OF DIRECTORS.
Subject to the right of the shareholders to adopt, amend or repeal
By-Laws, as provided in Section 1 of this Article VIII, the Board of Directors
may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment
thereof changing the authorized number of directors.
Section 3. RECORD OF AMENDMENTS.
Whenever an amendment or new By-Law is adopted, it shall be copied in
the Book of By-Laws with the original By-Laws, in the appropriate place. If any
By-Law is repealed, the fact of repeal with the date of the meeting at which
the repeal was enacted or written assent was filed shall be stated in said
book.
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KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being all of the persons appointed in the Articles of
Incorporation to act as the first Board of Directors of Sycamore Park
Convalescent Hospital hereby assent to the foregoing By-Laws, and adopt the
same as the By-Laws of said corporation.
IN WITNESS WHEREOF, We have hereunto set our hands on this 25th day of August,
1965.
)
)
/s/ Charles D. Silverberg )
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CHARLES D. SILVERBERG )
)
)
/s/ Gary L. Zimmerman )
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GARY L. ZIMMERMAN )
)
)
/s/ Irene A. Irwin ) Directors.
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IRENE A. IRWIN )
)
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/s/ Rebecca Cooper )
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REBECCA COOPER )
)
)
/s/ Carolina Juarez )
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CAROLINA JUAREZ
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of Sycamore
Park Convalescent Hospital and that the above and foregoing By-Laws were
adopted as the By-Laws of said corporation on the 25th day of August, 1965, by
the persons appointed in the Articles of Incorporation to act as the first
directors of said corporation.
IN WITNESS WHEREOF, I have hereto set my hand this 25th day of August,
1965.
/s/ Charles D. Silverberg
--------------------------------
Secretary, CHARLES D. SILVERBERG
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of
and that the above and foregoing Code of By-Laws was submitted to the
shareholders at their first meeting held on the day of 19 , and was ratified
by the vote of the shareholders entitled to exercise the majority of the voting
power of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this day of
19 .
----------------------------------
Secretary.
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AMENDMENT TO BY-LAWS OF
SYCAMORE PARK CONVALESCENT HOSPITAL
A CALIFORNIA CORPORATION
I. Section 8 of Article II of said By-Laws is hereby amended by the
deletion therefrom of the words:
"the last Monday of March, June, September and December" and to substitute in
lieu thereof the words:
"the first Wednesday of March, June, September, and December."
KNOW ALL MEN BY THESE PRESENTS:
That I, the undersigned, duly elected and acting Secretary of SYCAMORE
PARK CONVALESCENT HOSPITAL, do hereby certify that the foregoing Amendment to
the By-Laws of said corporation was duly adopted by the directors on the 3rd
day of March, 1966.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 3rd day of
March, 1966.
/s/ Charles D. Silverberg
---------------------------------
CHARLES D. SILVERBERG
Secretary
of the Board of Directors. Discussion followed regarding the possibility of
changing the date of the annual meeting of the shareholders. Upon motion duly
made, seconded and unanimously carried, the following resolution was unanimously
adopted:
RESOLVED, that Section 2 of Article I of the By-Laws of this
corporation be and it is hereby deleted and the following
substituted in lieu thereof:
Section 2. ANNUAL MEETINGS.
The annual meeting of the shareholders shall be held on the
last Thursday of October in each year, if not a legal holiday, and
if a legal holiday, then on the next succeeding business day, at
the hour of 7:30 P.M., at which time the shareholders shall elect
by plurality vote a Board of Directors, consider reports of the
affairs of the Corporation, and transact such other business as may
properly be brought before the meeting.
The meeting then proceeded to a discussion regarding Section 6 of
Article VI which deals with right of first refusal in the event of a proposed
sale or transfer of any shares of this corporation by any holder thereof. It was
felt by those present that a holder of shares of this corporation should be
allowed to make a gift of his shares to a member of his family and have them
remain subject to the right of first refusal therein contained. After extensive
discussion, and upon motion duly made, seconded and unanimously carried, the
following resolution was adopted:
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RESOLVED, that Section 6 of Article VI be
and it is hereby amended by the
addition of the following:
"Nothing herein contained shall apply when
a holder of the shares of this corporation
makes a gift or other transfer without
consideration to a member of his immediate
family. Said shares when transferred shall
nevertheless remain subject to the right of
first refusal herein contained."
RESOLVED FURTHER, that the By-laws as
amended hereinabove be and the same hereby
are adopted, ratified and confirmed.
Julian Robinson, President of the Corporation, gave a report of the
past year's operation of the corporation's business. He reviewed in detail all
of the financial statements of the corporation, copies of which had been
supplied to each shareholder prior to this meeting. Said statements revealed,
among other things, that the corporation was currently operating at a profit.
Mr. Robinson cautioned the meeting that labor costs were increasing rapidly and
that the Federal and State Aid Programs which would benefit the hospital were
requiring the addition of certain personnel to the hospital's staff. Mr.
Robinson reported that the corporation had received a cost reimbursement rate
from MediCal (The California State Medical Program) of $11.06 per day per
patient. Mr. Robinson anticipated that upon review by the State, that the rate
for the corporation might go as high as $12.51 per day per patient.
3
the board that Article II Section 8 of the By-laws of the
corporation provided for regular meetings on the last Monday of
March, June, September and December of each year. Following
discussion and upon motion duly made, seconded and unanimously
carried, it was --
RESOLVED that Section 8 of Article II of the By-laws
of this corporation be and they are hereby amended to
Amendment adopted delete therefrom the words "the last Monday of March,
March 3, 1966 June, September and December" and to substitute in
lieu thereof the words "the first Wednesday of March,
June, September and December".
Mr.Silverberg recommended that the corporation
create the office of Assistant Secretary, and that Mr. Gary
L. Zimmerman of his law firm be elected to the office of Assistant
Secretary to facilitate preparation and execution of documents,
board minutes, and other similar matters in the event of Mr.
Silverberg's absence.
After discussion and upon motion duly made, seconded
and unanimously carried, it was --
RESOLVED that this corporation hereby creates the
office of ASSISTANT SECRETARY; that GARY L. ZIMMERMAN
of Silverberg and Rosen, 1680 North Vine Street,
Hollywood, be and he is hereby elected to the office
of Assistant Secretary.
There being no further business, upon motion duly
made, seconded and unanimously carried, the meeting adjourned.
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JULIAN ROBINSON, Chairman CHARLES D. SILVERBERG, Secy.
5
AMENDMENT TO BY-LAWS OF
SYCAMORE PARK CONVALESCENT HOSPITAL
Pursuant to Section 5 of Article I of the by-laws of Sycamore Park
Convalescent Hospital, a California corporation, the undersigned, being all of
the shareholders of Sycamore Park Convalescent Hospital, do hereby unanimously
adopt the following resolution amending the by-laws of this corporation:
RESOLVE, that Section 2 of Article II of the by-laws of this
corporation being in the same are hereby amended to read as follows:
"Section 2. NUMBER AND QUALIFICATIONS. The authorized number of
directors of the corporation shall be four (4), until changed by amendment to
the Articles of Incorporation or by an amendment to this Section 2, Article II
of these by-laws, adopted by the vote or written assent of the shareholders
entitled to exercise the majority of the voting power of the corporation."
DATED: July 1, 1982
/s/ Gertrude Snukal /s/ Robert Snukal
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Fountainview Convalescent Robert Snukal
Hospital
By: Gertrude Snukal, /s/ Sheila Snukal
President ---------------------------
Sheila Snukal
/s/ Manuel Padama
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Manuel Padama
/s/ Consolacion Padama
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Consolacion Padama