EXHIBIT 3.2.17
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BY-LAWS
SECTION 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth in the
Articles of Organization. These by-laws, the powers of the corporation and of
its directors and stockholders, or of any class of stockholders, if there shall
be more than one class of stock, and all matters concerning the conduct and
regulation of the business and affairs of the corporation shall be subject to
such provisions in regard thereto, if any, as are set forth in the Articles of
Organization as from time to time in effect.
SECTION 2. CORPORATION SEAL
The seal of the corporation shall, subject to alternation by the directors,
consist of a flat-faced circular die with the word "Massachusetts", together
with the name of the corporation and the year of its incorporation, cut or
engraved thereon.
SECTION 3. FISCAL YEAR
Except as from time to time otherwise provided by the Board of Directors,
the fiscal year of the corporation shall end on December 31 in each year.
SECTION 4. STOCKHOLDERS
4.1 Annual Meeting. The annual meeting of the stockholders shall be held
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at the offices of the corporation on the second Tuesday in April of each year,
unless a different date or location is fixed by either the president or the
directors. If that day be a legal holiday at the place where the meeting is to
be held, the meeting shall be held on the next succeeding day not a legal
holiday at such place. Purposes for which an annual meeting is to be held,
additional to those prescribed by law, by the Articles of Organization or by
these by-laws, may be specified by either the president or by the directors.
4.2 Special Meeting in Place of Annual Meeting. If no annual meeting has
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been held in accordance with the foregoing provisions, a special meeting of the
stockholders may be held in place thereof, and any action taken at such special
meeting shall have the same force and effect as if taken at the annual meeting,
and in such case all references in these by-laws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting. Any such special
meeting shall be called as provided in Section 4.3.
4.3 Special Meetings. A special meeting of the stockholders may be called
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at any time by either the president or by the directors. Each call of a meeting
shall state the place, date, hour and purposes of the meeting.
4.4 Place of Meetings. All meetings of the stockholders shall be held at
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the principal office of the corporation in Massachusetts or to the extent
permitted by the Articles of
Organization at such other place within the United States as is designated in
the notice. An adjourned session of any meeting of the stockholders shall be
held at the same city or town as the initial session, or the place designated in
the vote of adjournment.
4.5 Notice of Meetings. A written notice of each meeting of stockholders,
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stating the place, date and hour and the purposes of the meeting, shall be given
at least seven (7) days before the meeting to each stockholder entitled to vote
thereat and to each stockholder who, by law, by the Articles of Organization or
by these by-laws, is entitled to notice, by leaving such notice with him or at
his residence or usual place of business, or by mailing, postage prepaid,
addressed to such stockholder at his address as it appears in the records of the
corporation. Such notice shall be given by the clerk or an assistant clerk or
by an officer designated by the directors. No notice of any meeting of
stockholders need to be given to a stockholder if a written waiver of notice,
executed before or after the meeting by such stockholder or his attorney
thereunto duly authorized, is filed with the records of the meeting.
4.6 Quorum of Stockholders. At any meeting of the stockholders, a quorum
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shall consist of a majority in interest of all stock issued and outstanding and
entitled to vote at the meeting; except that if two (2) or more classes or
series of stock are entitled to vote as separate classes or series, then in the
case of each such class or series a quorum shall consist of a majority in
interest of the stock of such class or series issued and outstanding and
entitled to vote at the meeting; and except when a larger quorum is required by
law, by the Articles of Organization or by these by-laws. Stock owned directly
or indirectly by the corporation, if any, shall not be deemed outstanding for
this purpose. Any meeting may be adjourned from time to time by a majority of
the votes properly cast upon the question of adjournment whether or not a quorum
is present, and the meeting may be held as adjourned without further notice.
4.7 Action by Vote. When a quorum is present at any meeting, a plurality
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of the votes properly cast for election to any office shall elect to such
office, and a majority of the votes properly cast upon any question other than
an election to an office shall decide the question, except when a larger vote is
required by law, by the Articles of Organization or by these by-laws. No ballot
shall be required for any election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.
4.8 Action by Writing. Any action required or permitted to be taken at
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any meeting may be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action in writing and the written consents are
filed with the records of the meetings of stockholders. Such consents shall be
treated for all purposes as a vote at a meeting.
4.10 Proxies. Stockholders entitled to vote may vote either in person or
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by proxy in writing dated not more than six (6) months before the meeting named
therein, which proxies shall be filed with the clerk or other person responsible
to record the proceedings of the meeting before being voted. Unless otherwise
specifically limited by their terms, such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting. A proxy, with respect to
stock held in the name of two (2) or more persons, shall be valid if executed by
one of them unless at or prior to the exercise of the proxy the corporation
receives a specific written notice to
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the contrary from any one of them. A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless challenged at or prior to
its exercise.
SECTION 5. BOARD OF DIRECTORS
5.1 Number. A board of not more than seven nor less than the minimum
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number of directors required by law shall be elected at the annual meeting of
the stockholders, by such stockholders as have the right to vote at such
election. The number of directors may be increased to the maximum number set
forth in this Section at any time or from time to time either by the
stockholders or by the directors by a vote of a majority of the directors then
in office. The number of directors may be decreased to any number not less than
the minimum required by law at any time or from time to time either by the
stockholders or by the directors by a vote of a majority of the directors then
in office, but only to eliminate vacancies existing by reason of the death,
resignation or removal of one or more directors. No director need be a
stockholder.
5.2 Tenure. Except as otherwise provided by law, by the Articles of
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Organization or by these by-laws, the directors shall hold office until the next
annual meeting to the stockholders and until their successors are elected and
qualified, or until a director sooner dies, resigns, is removed or becomes
disqualified.
5.3 Chairman of the Board. The directors may elect from their number a
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Chairman of the Board who, if elected, shall preside at all meetings of the
directors and shall perform such other duties and powers as may be designated
from time to time by the directors.
5.4 Powers. Except as reserved to the stockholders by law, by the
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Articles of Organization or by these by-laws, the business of the corporation
shall be managed by the directors who shall have and may exercise all the powers
of the corporation.
5.5 Committees. The directors may, by vote of a majority of the directors
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then in office, elect from their numbers an executive committee and may by vote
delegate to any such committee or committees some or all of the powers of the
directors except those which by law, by the Articles of Organization or by-these
by-laws they are prohibited from delegating. Except as the directors may
otherwise determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or such rules its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the directors.
5.6 Regular Meetings. Regular meeting of the directors may be held with
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call or notice at such places and at such times as the directors may from time
to time determine, provided that notice of the first regular meeting following
any such determination shall be given to absent directors. A regular meeting of
the directors may be held with call or notice immediately after and at the same
place as the annual meeting of the stockholders.
5.7 Special Meetings. Special meetings of the directors may be held at
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any time and at any place designated in the call of the meeting, when called by
either the president or the
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treasurer or by two (2) or more directors, reasonable notice thereof being given
to each director by the clerk or an assistant clerk, or by the officer or one of
the directors calling the meeting.
5.8 Notice. It shall be sufficient notice to a director to send notice by
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mail or at least forty-eight (48) hours or by telegram at least twenty-four (24)
hours before the meeting addressed to him at his usual or last known business or
residence address or to give notice to him in person or by telephone at least
twenty-four (24) hours before the meeting. Notice of a meeting need not be
given to any director if a written waiver of notice, executed by him before or
after the meting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.
5.9 Quorum. At any meeting of the directors a majority of the directors
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then in office shall constitute a quorum. Any meeting may be adjourned from
time to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
5.10 Action by Vote. When a quorum is present at any meeting, a majority
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of the directors present may take any action except when a larger vote is
required by law, by the Articles of Organization or by these by-laws.
5.11 Attendance By Telephone. Unless otherwise restricted by the Articles
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of Organization, members of the Board of Directors, or any committee designated
by the 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 a meeting can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence
at such meeting.
5.12 Action By Writing. Any action required or permitted to be taken may
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be taken without a meeting if all the directors consent to the action in writing
and the written consents are filed with the records of the meetings of
directors. Such consents shall be treated for all purposes as a vote at a
meeting.
SECTION 6. OFFICERS AND AGENTS
6.1 Enumeration: Qualification. The officers of the corporation shall be
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a president, a treasurer, a clerk, an assistant clerk, and such other officers,
if any, as the incorporators at their initial meeting, or as the directors from
time to time, may in their discretion elect or appoint. The corporation may
also have such agents, if any, as the incorporators at their initial meeting, or
the directors from time to time, may in their discretion appoint. Any officer
may be but none need be a director or stockholder. Any two or more offices may
be held by the same person. Any officer may be required by the directors to
give bond for the faithful performance of his duties to the corporation in such
amount and with such sureties as the directors may determine.
6.2 Powers. Subject to law, to the Articles of Organization and to the
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other provisions of these by-laws, each officer shall have, in addition to the
duties and powers herein
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set forth, such duties and powers are commonly incident to his office and such
duties and powers as the directors may from time to time designate.
6.3 Election. The president, the treasurer, the clerk and the assistant
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clerk shall be elected annually by the directors at their first meeting
following the annual meeting of the stockholders. Other officers, if any, may
be elected or appointed by the board of directors at said meeting or at any
other time.
6.4 Tenure. Except as otherwise provided by law or by the Articles of
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Organization or by these by-laws, the president, the treasurer, the clerk and
the assistant clerk shall hold office until the first meeting of the directors
following the next annual meeting of the stockholders and until their respective
successors are chosen and qualified, and each other officer shall hold office
until the first meeting of the directors following the next annual meeting of
the stockholders unless a shorter period shall have been specified by the terms
of his election or appointment, or in each case until he sooner dies, resigns,
is removed or becomes disqualified. Each agent shall retain his authority at
the pleasure of the directors.
6.5 President and Vice Presidents. The president shall be the chief
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executive officer of the corporation and, subject to the control of the
directors, shall have general charge and supervision of all affairs and business
of the corporation. The president may, together with the clerk, sign mortgages
or other instruments which the Board of Directors has authorized to be executed.
The president shall preside at all meetings of the stockholders and of the
directors at which he is present, except as otherwise voted by the directors.
Any vice president shall have such duties and powers as shall be designated
from time to time by the directors.
6.6 Treasurer and Assistant Treasurers. The treasurer shall be the chief
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financial and accounting officer of the corporation and shall be in charge of
its funds and valuable papers, books of account and accounting records, and
shall have such other duties and powers as may be designated from time to time
by the directors or by the president.
Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the directors.
6.7 Clerk and Assistant Clerk. The clerk shall record all proceedings of
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the stockholders in a book or series of books to be kept therefor, which book or
books shall be kept at the principal office of the corporation or at the office
of its transfer agent or of its clerk and shall be open at all reasonable times
to the inspection of any stockholder. In the absence of the clerk from any
meeting of stockholders, an assistant clerk or, if there are none or he is
absent, a temporary clerk chosen at the meeting, shall record the proceedings
thereof in the aforesaid book. Unless a transfer agent has been appointed, the
clerk shall keep or cause to be kept the stock and transfer records of the
corporation, which shall contain the names and record addresses of all
stockholders and the amount of stock held in each. The clerk shall also keep a
true record of the proceedings of all meetings of the directors and in his
absence from any such meeting an
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assistant clerk or, if there be none or he is absent, a temporary clerk chosen
at the meeting, shall record the proceedings thereof.
The office of the clerk shall be deemed to be the office of the secretary
of the corporation whenever the signature of the secretary of the corporation is
required on any document or instrument, by the laws of the United States or any
other state and the clerk shall have authority to affix his signature in such
capacity.
Any assistant clerk shall have all the duties and powers as the clerk and
such other duties and powers as shall be designated from time to time by the
directors. Any reference herein to the "clerk" shall also mean "assistant
clerk."
SECTION 7. RESIGNATIONS AND REMOVALS
Any director or officer may resign at any time by delivering his
resignation in writing to the president, the treasurer or the clerk or to a
meeting of the directors. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. A director (including
persons elected by the directors to fill vacancies in the board) or officer
elected by the stockholders may be removed from office (a) with or without cause
by the vote of the holders of a majority of the shares issued and outstanding
and entitled to vote in the election of the directors, or such officers provided
that the directors of a class elected by a particular class of stockholders may
be removed only by the vote of the holders of a majority of the shares of such
class, or (b) for cause by vote of a majority of the directors then in office.
The directors may remove any officer elected by them with or without cause by
the vote of a majority of the directors then in office. A director or officer
may be removed for cause only after reasonable notice and opportunity to be
heard before the body proposing to remove him. No director or officer
resigning, and (except where right to receive compensation shall be expressly
provided in a duly authorized written agreement with the corporation) no
director or officer removed shall have any right to any compensation as such
director or officer for any period following his resignation or removal, whether
his compensation be by the month or by the year or otherwise; unless in the case
of a resignation, the directors, or in the case of removal, the body acting on
the removal, shall in their or its discretion provide for compensation.
SECTION 8. VACANCIES
Any vacancies in the Board of Directors, including a vacancy resulting from
the enlargement of the board, may be filled by the stockholders or, in the
absence of stockholder action, by the directors by vote of a majority of the
directors then in office. If the office of either the president, the treasurer
or the clerk becomes vacant, the directors may elect a successor by vote of
majority of the directors then in office. If the office of any other officer
becomes vacant, the directors may elect or appoint a successor by vote of a
majority of the directors present. Each such successor shall hold office for
the unexpired term, and in the case of the president, the treasurer and the
clerk, until his successor is chosen and qualified, or in each case until he
sooner dies, resigns, is removed or becomes disqualified. The directors shall
have and may exercise all their powers notwithstanding the existence of one or
more vacancies in their number.
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SECTION 9. CAPITAL STOCK
9.1 Number and Par Value. The total number of shares and the par value,
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if any, of each class of stock which the corporation is authorized to issue
shall be stated in the Articles of Organization.
9.2 Issuance. Any unissued capital stock from time to time authorized
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under the Articles of Organization may be issued by vote of the directors.
9.3 Stock Certificates. Each stockholder shall be entitled to a
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certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
be prescribed from time to time by the directors. Such certificates shall be
signed by either the president or a vice president and by the treasurer or
assistant treasurer.
9.4 Legends on Certificates. Every certificate for shares of stock which
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are subject to any restriction on transfer pursuant to the Articles of
Organization, these by-laws or any agreement to which the corporation is a
party, shall have the restriction noted conspicuously on the certificate and
shall also set forth on the face or back either the full text of the restriction
or a statement of the existence of such restriction and a statement that the
corporation will furnish a copy to the holder of such certificate upon written
request and without charge. Every certificate issued where the corporation is
authorized to issue more than one class or series of stock shall set forth on
its face or back either the full text of the preferences, voting powers,
qualifications and rights, or a statement that the corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.
9.5 Loss of Certificates. In the case of the alleged loss or destruction
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or the mutilation of a certificate of stock, a duplicate certificate may be
issued in place thereof, upon such terms as the directors may prescribe.
SECTION 10. TRANSFER OF SHARES OF STOCK
Subject to the restrictions, if any, stated or noted in the stock
certificates, shares of stock may be transferred on the books of the corporation
by the surrender to the corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written assignment and power of
attorney properly executed, and with such proof of the authenticity of signature
as the directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, by the Articles of
Organization or by these by-laws, the corporation shall be entitled to treat the
record holders of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to receive notice and
to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these by-laws.
It shall be the duty of each stockholder to notify the corporation of his
post office address.
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SECTION 11. CONFLICTS OF INTEREST
The corporation may enter into contracts and otherwise transact business as
vendor, purchaser or otherwise with its directors, officers and stockholders and
with corporations, joint stock companies, trusts, firms and associations in
which they are or may be or become interested as directors, officers,
shareholders, members, trustees, beneficiaries or otherwise as freely as though
such adverse interest did not exist even though the vote, action or presence of
such director, officer, or stockholder may be necessary to obligate the
corporation upon such contract or transaction; and no such contract or
transaction shall be avoided and no such director, officer of stockholder shall
be held liable to account to the corporation or to any creditor or stockholder
of the corporation for any profit or benefit realized by him through any such
contract or transaction by reason of such adverse interest nor by reason of any
fiduciary relationship of such director, officer or stockholder to the
corporation arising out of such office or stock ownership; provided (in the case
of directors and officers but not in the case of any stockholder who is not a
director or officer of the corporation) the nature of the interest of such
director or officer, though not necessarily the details or extent thereof, be
known by or disclosed to the directors. Ownership of or beneficial interest in
a minority of the stock or securities of another corporation, joint stock
company, trust, firm or association shall not be deemed to constitute an
interest adverse to this corporation in such other corporation, joint stock
company, trust, firm or association and need not be disclosed. A general notice
that a director or officer of the corporation is interested in any corporation,
joint stock company, trust, firm or association shall be sufficient disclosure
as to such director or officer with respect to all contracts and transactions
with that corporation, joint stock company, trust, firm or association. In any
event the authorization or ratifying vote of a majority of the capital stock of
the corporation outstanding and entitled to vote passed at a meeting duly called
and held for the purpose shall validate any such contract or transaction as
against all stockholders of the corporation, whether of record or not at the
time of such vote, and as against all creditors and other claimants, under the
corporation, and no contract or transaction shall be avoided by reason of any
provision of this paragraph which would be valid but for these provisions.
SECTION 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers against all costs, liabilities and expenses
(including counsel fees) reasonably incurred by him in connection with the
defense or dispositions of any action, suit or other proceeding, asserted or
threatened against him while in office or thereafter, by reason of his being or
having been such a director or officer, except with respect to any matter as to
which he shall have been adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his action was in the best interests of the
Corporation. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any director or officer may be
entitled. As used in this Section, the terms "director" and "officer" include
their respective heirs, executors and administrators. No officer or director
shall be liable whatsoever to the corporation or its shareholders for any action
or omission for which said officer or director would be entitled to
indemnification hereunder.
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SECTION 13. EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the corporation shall be signed by the president or by one of the vice
presidents or by the treasurer.
SECTION 14. BOOKS, ACCOUNTS AND RECORDS
The books, accounts and records of the corporation shall be kept at the
principal office of the corporation in Massachusetts or at such other place or
places as the directors may from time to time determine. They shall be
available at all reasonable times to the inspection of any stockholder for any
proper purpose.
SECTION 15. AMENDMENTS
These by-laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting. If
authorized by the Articles of Organization, the directors, by a majority of
their number then in office, may also make, amend or repeal these by-laws, in
whole or in part, except with respect to (a) the provisions of these by-laws
governing (i) the removal of directors, (ii) the indemnification of directors
and (iii) amendment of these by-laws and (b) any provision of these by-laws
which by law, the Articles of Organization or these by-laws requires action by
the stockholders.
No change in the date fixed in these by-laws for the annual meeting of
stockholders may be made within 60 days before the date fixed in these by-laws,
and in case of any change in such date, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known post office address
at least 20 days before the new date fixed for such meeting.
Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the directors of any by-law,
notice stating the substance of such change shall be given to all stockholders
entitled to vote on amending the by-laws.
Any by-law adopted by the directors may be amended or repealed by the
stockholders entitled to vote on amending the by-laws.
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SCHEDULE TO EXHIBIT 3.2.14
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The following entities have the Form B of Bylaws included as Exhibit 3.2.14,
with any changes from the form noted:
1. Maryland Harborside Corporation
2. New Jersey Harborside Corporation
3. Harborside Toledo Corporation
4. Oakhurst Manor Nursing Center Corporation
Changes from Form: Bylaws are as amended by Stockholders on February 12,
1990
Contains numbering error: Sections go from 4.8 to 4.10
5. Orchard Ridge Nursing Center Corporation
Changes from Form: Bylaws are as amended by Stockholders on February 12,
1990
Contains numbering error: Sections go from 4.8 to 4.10
6. Belmont Nursing Center Corporation
Changes from Form: Bylaws are as amended by Stockholders on February 12,
1990
Contains numbering error: Sections go from 4.8 to 4.10
7. Sailors, Inc.