EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
NATIONAL HEALTH PARTNERS, INC.
(AN INDIANA CORPORATION)
EFFECTIVE AS OF FEBRUARY 13, 2005
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ARTICLE I
MEETINGS OF SHAREHOLDERS AND OTHER SHAREHOLDER MATTERS
SECTION 1. Annual Meeting. An annual meeting of the shareholders of
National Health Partners, Inc. (hereinafter, the "Corporation") shall be held
for the election of directors and for the transaction of such other proper
business at such time, date and place, either within or without the State of
Indiana, as shall be designated by resolution of the Board of Directors from
time to time.
SECTION 2. Special Meetings. Special meetings of shareholders for any
purpose or purposes may be called by the majority of the directors or the Chief
Executive Officer, or as otherwise permitted by Indiana corporate law.
SECTION 3. Notice of Meetings. Written notice of each meeting of the
shareholders, which shall state the time, date and place of the meeting and in
the case of a special meeting, the purpose or purposes for which it is called,
shall, unless otherwise provided by applicable law, the articles of
incorporation or these bylaws, be given not less than ten (10) nor more than
sixty (60) days before the date of such meeting to each shareholder entitled to
vote at such meeting, and, if mailed, it shall be deposited in the United States
mail, postage prepaid, directed to the shareholder at such shareholder's address
as it appears on the records of the Corporation. Whenever notice is required to
be given, a written waiver thereof signed by the person entitled thereto,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Neither the business to be transacted nor the purpose of any annual
meeting of the shareholders need be specified in any written waiver of notice. A
shareholder's attendance at a meeting: (i) waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting,
and (ii) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is presented.
SECTION 4. Adjournments. Any meeting of the shareholders may adjourn
from time to time to reconvene at the same or some other place, and notice need
not be given of any such adjourned meeting if the date, time and place thereof
are announced at the meeting at which the adjournment is taken. At any such
adjourned meeting at which a quorum may be present, the Corporation may transact
any business which might have been transacted at the original meeting. If after
the adjournment a new record date is or must be fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each shareholder of record
as of the new record date entitled to vote at the meeting.
SECTION 5. Quorum. Except as otherwise provided by Indiana law, the
articles of incorporation or these bylaws, at any meeting of the shareholders,
the holders of a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter. In the absence of a quorum, the holders of a majority of the shares
present in person or represented by proxy and entitled to vote may adjourn the
meeting from time to time in the manner described in Section 4 of this
Article I.
SECTION 6. Organization. At each meeting of the shareholders, the
Chairman of the Board, or in his absence or inability to act, the Chief
Executive Officer or, in his absence or inability to act, any person designated
by the Board of Directors, or in the absence of such designation, any person
chosen by a majority of those shareholders present in person or represented by
proxy, shall act as chairman of the meeting. The Secretary or, in his absence or
inability to act, any person appointed by the chairman of the meeting shall act
as secretary of the meeting and keep the minutes thereof.
SECTION 7. Order of Business; Conduct of Meetings. The order of
business at all meetings of the shareholders shall be as determined by the
chairman of the meeting.
SECTION 8. Voting; Proxies. Unless otherwise provided by Indiana law or
in the articles of incorporation, each shareholder entitled to vote at any
meeting of shareholders shall be entitled to one vote for each share of capital
stock that has voting power upon the matter in question held by such shareholder
either: (i) on the date fixed pursuant to the provisions of Section 10 of
Article I of these bylaws as the record date for the determination of the
shareholders to be entitled to notice of or to vote at such meeting; or (ii) if
no record date is fixed, then at the close of business on the day next preceding
the day on which notice is given. Each shareholder entitled to vote at any
meeting of the shareholders may authorize another person or persons to act for
him by proxy. Any such proxy shall be delivered to the secretary of such meeting
at or prior to the time designated in the order of business for so delivering
such proxies. At all meetings of the shareholders for the election of directors,
directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election. On all other matters, except as otherwise
required by Indiana law or the articles of incorporation, an action by the
shareholders will be approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action. Unless required by
Indiana law, or determined by the chairman of the meeting to be advisable, the
vote on any question other than the election of directors need not be by written
ballot. On a vote by written ballot, each written ballot shall be signed by the
shareholder voting, or by his proxy if there be such proxy, and shall state the
number of shares voted.
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SECTION 9. Action by Written Consent. Unless otherwise provided by
Indiana law or in the articles of incorporation, any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting, without prior notice and without a vote, if a written consent or
written consents thereto is signed by shareholders holding a least the minimum
number of votes necessary to authorize the action at a meeting at which all
shareholders entitled to vote were present and voted, except that if a different
proportion of voting power is required for such an action at a meeting, then
that proportion of written consents is required.
SECTION 10. Fixing of Record Date for Shareholder Meetings and Action
by Written Consent of Shareholders. In order that the Corporation may determine
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to consent to corporate action in writing without
a meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date, in the case of a meeting,
shall not be more than seventy (70) nor less than ten (10) days before the date
of such meeting, and in the case of consent to corporate action in writing
without a meeting, shall not be more than ten (10) days after the date on which
the resolution fixing the record date for the consent of shareholders to consent
to corporate action without a meeting is adopted by the Board of Directors. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting. If no record date is fixed by the Board of Directors for any meeting of
shareholders, the record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be the close of business on the
day next preceding the day on which notice is given, or if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. If no record date is fixed by the Board of Directors for determining
shareholders entitled to consent to corporate action in writing without a
meeting and no prior action by the Board of Directors is required by applicable
Indiana law, the record date shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation in accordance with the provisions of Section 9 of Article I of
these Bylaws.
SECTION 11. Fixing a Record Date for Other Purposes. In order that the
Corporation may determine the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the shareholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall
not be more than seventy (70) days prior to the meeting or action requiring a
determination by the shareholders. If no record date is fixed, the record date
for determining shareholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.
SECTION 12. List of Shareholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least five (5) days before every meeting of the shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least five (5) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder of the Corporation who is
present.
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SECTION 13. Inspectors. The Board of Directors may, in advance of any
meeting of shareholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If the inspectors shall not be so appointed or if
any of them shall fail to appear or act, the chairman of the meeting shall
appoint inspectors. Each inspector, before entering upon the discharge of his or
her duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his or her ability. The inspectors shall determine the number of shares
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On request of
the chairman of the meeting or any shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of an
election of directors. Inspectors need not be shareholders.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not, by Indiana law or the articles of
incorporation, directed or required to be exercised or done by the shareholders.
SECTION 2. Number And Qualification. Except as set forth to the
contrary in the Corporation's articles of incorporation, the initial Board of
Directors shall consist of one (1) member. Thereafter, the Board of Directors
shall consist of no less than one (1) member nor more than eleven (11) members,
which number may be increased or decreased by resolution of the Board of
Directors or by the shareholders at any annual or special meeting.
SECTION 3. Elections And Terms. The directors shall be elected at the
annual meeting of the shareholders, except as provided in Section 4 of this
Article II. The directors shall be nominated and elected in the manner set forth
in the manner prescribed by applicable Indiana law unless otherwise provided in
the Corporation's articles of incorporation. Each director elected shall hold
office until such director's successor is elected and qualified or until such
director's earlier resignation or removal.
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SECTION 4. Vacancies. Any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other cause shall be
filled by the board of directors or, if the directors remaining in office
constitute fewer than a quorum of the board, by the affirmative vote of a
majority of all the directors remaining in office. Any director elected in
accordance with this Section 4 shall hold office until the next annual meeting
of shareholders and until such director's successor shall have been elected and
qualified, or until such director's earlier resignation or removal. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any director then in office.
SECTION 5. Removal and Resignation. A director may only be removed from
the Corporation's Board of Directors in the manner set forth in the
Corporation's articles of incorporation. In addition, the shareholders or
directors may remove one (1) or more directors with or without cause unless the
articles of incorporation provide otherwise. Any director may resign at any time
upon written notice to the board of directors, its chairman, or the secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its delivery.
SECTION 6. Regular Meetings. Regular meetings of the Board of Directors
may be held at such places within or without the State of Indiana and at such
times as the Board of Directors may from time to time determine. Notice of
regular meetings of the Board of Directors need not be given except as otherwise
required by Indiana law or these bylaws.
SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be held at any time or place within or without the State of Indiana whenever
called by the Chairman of the Board of Directors.
SECTION 8. Notice of Meetings. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Chief Executive Officer, the President or any
Vice President, or the Secretary or any assistant Secretary, or such other
person or persons as the directors may designate, in which notice shall be
stated the time and place of the meeting. Except as otherwise required by the
Corporation's articles of incorporation or these bylaws, such notice need not
state the purpose(s) of such meeting. Notice of each such meeting shall be
mailed, postage prepaid, to each director, addressed to such director at such
director's residence or usual place of business, by registered mail, return
receipt requested delivered at least two (2) days before the day on which such
meeting is to be held, or shall be sent addressed to such director at such place
by telegraph, telex, cable or wireless, or be delivered to such director
personally, by facsimile or by telephone, at least twenty-four (24) hours before
the time at which such meeting is to be held. A written waiver of notice, signed
by the director entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Notice of any such meeting need
not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. Neither
the business to be transacted nor the purpose of any meeting of the Board of
Directors need be specified in any written waiver of notice.
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SECTION 9. Quorum and Manner of Acting. Except as hereinafter provided,
a majority of the directors in office immediately before the meeting begins
shall be present in person or by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time at any meeting of the Board of Directors in
order to constitute a quorum for the transaction of business at such meeting;
and, except as otherwise required by Indiana law, the articles of incorporation
or these bylaws, the vote of the majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors.
Notice of the time and place of any such adjourned meeting shall be given to the
directors who were not present at the time of the adjournment and, unless such
time and place were announced at the meeting at which the adjournment was taken,
to the other directors. At any adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally called. The directors shall act only as a Board and the individual
directors shall have no power as such.
SECTION 10. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting if all members of the Board consent thereto in writing, and the writing
or writings are filed with the minutes of the proceedings of the Board of
Directors.
SECTION 11. Telephonic Participation. Members of the Board of Directors
may participate in a meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation in such a meeting
shall constitute presence in person at such meeting.
SECTION 12. Organization. At each meeting of the Board, the Chairman of
the Board or, in his absence or inability to act, the Chief Executive Officer
or, in his absence or inability to act, another director chosen by a majority of
the directors present shall act as chairman of the meeting and preside thereat.
The Secretary or, in his absence or inability to act, any person appointed by
the Chairman shall act as secretary of the meeting and keep the minutes thereof.
SECTION 13. Compensation. The Board of Directors shall have authority
to fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation in any capacity.
SECTION 14. Committees. The Board of Directors may, by resolution
adopted by a majority of the directors then in office, designated one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee to replace any absent or disqualified member at any meeting of
the committee. Any such committee shall have and may exercise all of the powers
and authority of the board of directors to the extent permitted under Indiana
law and provided in such resolution or in the bylaws. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
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ARTICLE III
OFFICERS
SECTION 1. Offices. The officers of the Corporation shall be elected by
the Board of Directors and shall consist of a Chief Executive Officer, a Chief
Financial Officer or Treasurer, and a Secretary, and may also include a
President, one (1) or more Vice Presidents, Assistant Treasurers and Assistant
Secretaries. The Board of Directors may, if it so determines, choose such other
officers and assistant officers as may be deemed necessary or desirable by the
Board of Directors. Any number of offices may be held by the same person. In its
discretion, the Board of Directors may choose not to fill any office for any
period that it may deem advisable unless otherwise required by Indiana law.
SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected by the Board of Directors. Each officer shall hold office until
a successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.
SECTION 3. Resignations. Any officer may resign at any time upon
written notice to the board of directors, its chairman or the secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its delivery; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4. Removal. Any officer or agent of the Corporation may be
removed, with or without cause, at any time, by the Board of Directors. An
officer who appoints another officer or assistant officer may remove the
appointed officer or assistant officer at any time with or without cause.
SECTION 5. Vacancies. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, may be filled for the
unexpired portion of the term of the office which shall be vacant by the Board
of Directors at any special or regular meeting.
SECTION 6. Powers and Duties of Executive Officers. The officers of the
Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed in a resolution by the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors. The Board of Directors may
require any officer, agent or employee to give security for the faithful
performance of his or her duties.
SECTION 7. Chief Executive Officer. The Chief Executive Officer shall
preside at all meetings of the shareholders and the Board of Directors, shall
have general and active management of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. He shall have the power to appoint and remove such subordinate officers
and agents, including the Chief Financial Officer, Secretary and the President,
if any, as the business of the Corporation may require. In the absence or
disability of the Chief Executive Officer, the President or, if there is no
President, the most senior in rank of the Vice Presidents, if any, shall perform
the duties of the President.
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SECTION 8. President. The President, if any, shall perform such duties
as may be assigned to him or her by the Chief Executive Officer. In the absence
or disability of the Chief Executive Officer, the President or, if there is no
President, the most senior in rank of the vice presidents, if any, shall perform
the duties of the Chief Executive Officer.
SECTION 9. Vice Presidents. Each Vice President, if any, shall perform
such duties as may be assigned to him or her by the Board of Directors, the
Chief Executive Officer or the President.
SECTION 10. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the Board of Directors and the shareholders in a
book to be kept for that purpose and shall perform like duties for the standing
committees when required. He shall be the custodian of the seal of the
Corporation and he, or an assistant secretary, shall have authority to affix the
same to any instrument requiring it, and when so affixed, it may be attested by
his signature or by the signature of such assistant secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature. He or she shall
perform such other duties as may be prescribed by the Board of Directors or
President.
SECTION 11. Assistant Secretary. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors or the Secretary may
from time to time prescribe.
SECTION 12. Chief Financial Officer. The Chief Financial Officer shall
be the Treasurer of the Corporation and shall have custody of the corporate
funds and securities and shall keep, or cause to be kept, full and accurate
amounts of receipts and disbursements in books kept for that purpose. He shall
deposit all monies, and other valuable effects, in the name and to the credit of
the Corporation, in such depository as the Board of Directors shall designate.
As directed by the Board of Directors or the Chief Executive Officer, he shall
disburse monies of the Corporation, taking proper vouchers for such
disbursements and shall render to the Chief Executive Officer and directors an
account of all his transactions as the treasurer and of the financial condition
of the Corporation. In addition, he shall perform all of the usual duties
incident to the office of treasurer. In the absence or disability of the Chief
Financial Officer, Treasurer, or, if there is no Treasurer, the most senior in
rank of the Assistant Treasurers, if any, shall perform the duties of the Chief
Financial Officer.
SECTION 13. Treasurer. The Treasurer, if any, shall perform such duties
as may be assigned to him or her by the Chief Financial Officer. In the absence
or disability of the Treasurer, the most senior in rank of the Assistant
Treasurers, if any, shall perform the duties of the Treasurer.
SECTION 14. Assistant Treasurer. The Assistant Treasurer, or if there
be more than one, the Assistant Treasurers in the order determined by the Board
of Directors, shall, in the absence or disability of the Chief Financial Officer
and Treasurer, if any, perform the duties and exercise the powers of the Chief
Financial Officer and shall perform such other duties and have such other powers
as the Board of Directors or the Chief Financial Officer may from time to time
prescribe.
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ARTICLE IV
SHARES OF STOCK
SECTION 1. Stock Certificates. The Corporation shall provide
shareholders with a certificate signed by or in the name of the Corporation by
the Chief Executive Officer and the Chief Financial Officer, Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the
number of shares owned by such holder in the Corporation. Any or all of the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may nevertheless be issued by
the Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
SECTION 2. Books of Account and Record of Shareholders. The books and
records of the Corporation may be kept at such places, within or without the
State of Indiana, as the Board of Directors may from time to time determine. The
stock record books and the blank stock certificate books shall be kept by the
Secretary or by any other officer or agent designated by the Board of Directors.
SECTION 3. Transfer of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney hereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by Indiana law, the Corporation shall be entitled to recognize the
exclusive right of a person in whose name any share or shares stand on the
record of shareholders as the owner of such share or shares for all purposes,
including, without limitation, the rights to receive dividends or other
distributions, and to vote as such owner, and the Corporation may hold any such
shareholder of record liable for calls and assessments and the Corporation shall
not be bound to recognize any equitable or legal claim to or interest in any
such share or shares on the part of any other person whether or not it shall
have express or other notice thereof. Whenever any transfers of shares shall be
made for collateral security and not absolutely, and both the transferor and
transferee request the Corporation to do so, such fact shall be stated in the
entry of the transfer.
SECTION 4. Restrictions on Transfer. The Board of Directors may make
such additional rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of stock to bear the
signature or signatures of any of them.
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SECTION 5. Lost, Stolen or Destroyed Stock Certificates. The holder of
any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss, destruction or mutilation of
such certificate, and the Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Board of Directors may, in its discretion,
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient, as the Board in its
absolute discretion shall determine, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
Anything herein to the contrary notwithstanding, the Board of Directors, in its
absolute discretion, may refuse to issue any such new certificate, except
pursuant to judicial proceedings under the laws of the State of Indiana.
ARTICLE V
GENERAL PROVISIONS
SECTION 1. Registered Office. The registered office and registered
agent of the Corporation will be as specified in the articles of incorporation
of the Corporation.
SECTION 2. Other Offices. The Corporation may also have such offices,
both within or without the State of Indiana, as the Board of Directors may from
time to time determine or the business of the Corporation may require.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be so
determined by the Board of Directors.
SECTION 4. Seal. The Corporation is not required to have a seal. In the
event that the Board of Directors determines that the Corporation should have a
seal, the seal of the Corporation shall be circular in form, shall bear the name
of the Corporation and shall include the words and numbers "Corporate Seal,"
"Indiana" and the year of incorporation.
SECTION 5. Voting Securities Owned By Corporation. Voting securities in
any other entity held by the Corporation shall be voted by the Chief Executive
Officer in accordance with a resolution of the Board of Directors, unless the
Board of Directors specifically confers authority to vote with respect thereto,
which authority may be general or confined to specific instances, upon some
other person or officer of the Corporation. Any person authorized to vote
securities shall have the power to appoint proxies, with general power of
substitution.
SECTION 6. Inspection of Books and Records. Any shareholder of record
may inspect and copy, during regular business hours at the Corporation's
principal office, any of the records of the Corporation set forth in IC
23-1-52-1(e) if the shareholder gives the Corporation written notice of the
shareholder's demand at least five (5) business days before the date on which
the shareholder wishes to inspect and copy. Any shareholder of record may
inspect and copy, during regular business hours at the Corporation's principal
office, any of the records of the Corporation set forth in IC 23-1-52-2(b) if
the shareholder gives the Corporation written notice of the shareholder's demand
at least five (5) business days before the date on which the shareholder wishes
to inspect and copy if the shareholder's demand is made in good faith and for a
proper purpose, the shareholder describes with reasonable particularity the
shareholder's purpose and the records the shareholders desires to inspect, and
the records are directly connected with the shareholder's purpose. The demand
shall be directed to the Corporation at its principal place of business.
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SECTION 7. Section Headings. Section headings in these bylaws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.
SECTION 8. Inconsistent Provisions. In the event that any provision of
these bylaws is or becomes inconsistent with any provision of the articles of
incorporation, the general corporation law of the State of Indiana or any other
applicable law, the provision of these bylaws shall not be given any effect to
the extent of such inconsistency but shall otherwise be given full force and
effect.
SECTION 9. Construction. Within these bylaws, any gender shall include
all other genders, as the meaning and the context of these bylaws shall require.
SECTION 10. Amendment. These bylaws may be adopted, amended or
repealed, and new bylaws made, by the Board of Directors of the Corporation.
These Amended and Restated Bylaws of National Health Partners, Inc.
were duly adopted by the Board of Directors on February 13, 2005.
/s/ Roger H. Folts
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Roger H. Folts
Secretary
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