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EXHIBIT 3
BYLAWS
OF
OMEGA HEALTHCARE INVESTORS, INC.
AS AMENDED AND RESTATED
JULY 7, 1998
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the corporation
shall be established and maintained at the office of THE CORPORATION TRUST
INCORPORATED, 32 South Street, Baltimore, Maryland 21202, and said THE
CORPORATION TRUST INCORPORATED be the registered agent of this corporation in
charge thereof.
Section 2. Other Offices. The corporation may establish such other
offices, within or without the State of Maryland, at such place or places as the
Board of Directors from time to time may designate, or which the business of the
corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of stockholders for the
election of Directors and for such other business as may be stated in the notice
of the meeting, shall be held on a date and at a time designated by the Board of
Directors at such place, within or without the State of Maryland, as the Board
of Directors by resolution shall determine, and as set forth in the notice of
the meeting.
If the date of the annual meeting shall fall on a legal
holiday of the state in which the meeting is to be held, the meeting shall be
held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, may be called by the Chairman, the Chief Executive
Officer, the President, or by a majority of the Board of Directors and shall be
called by an officer upon written request of stockholders holding in the
aggregate not less than 10% of the outstanding shares entitled to vote on the
business proposed to be transacted thereat. Such meetings may be held at such
time and place, within or without the State of Maryland, as shall be stated in
the notice of the meeting. The call of a special meeting shall state the nature
of the business to be transacted and no other business shall be
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considered at the meeting. A special meeting may be called for the purpose of
removing a Director.
Section 3. Notice of Meetings. Written or printed notice, stating the
place, date and time of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered to each
stockholder entitled to vote thereat at his address as it appears on the records
of the corporation, by United States mail, postage prepaid, not less than twenty
(20) nor more than sixty (60) days before the date of the meeting. No business
other than that stated in the notice shall be transacted at any meeting without
the unanimous consent of all stockholders entitled to vote thereat.
Section 4. Voting. At each annual meeting the stockholders entitled to
vote shall elect a Board of Directors, and they may transact such other
corporate business as shall be stated in the notice of the meeting. The vote for
Directors, and, upon the demand of any stockholder, the vote upon any question
before the meeting, shall be by ballot. Unless otherwise provided by the
Articles of Incorporation or by the laws of the State of Maryland, all elections
of Directors shall be by a plurality of the votes cast, and all substantive
questions shall be decided by a majority vote; all procedural questions shall be
decided by the Chairman or Parliamentarian of the meeting.
The Directors may fix a day not more than sixty (60) days prior to
the holding of any such meeting as the date as of which stockholders entitled to
notice of and to vote at such meeting shall be determined; and only stockholders
of record on such day shall be entitled to notice of or to vote at any such
meeting.
Each stockholder entitled to vote, in accordance with the terms of
the Articles of Incorporation and the provisions of these Bylaws, shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholder, but no proxy shall be voted after eleven (11)
months from its date unless such proxy provides for a longer period. In no case
shall any proxy be given for a period in excess of ten (10) years from the date
of its execution.
Section 5. Quorum. Any number of stockholders together holding a
majority of the stock issued and outstanding and entitled to vote thereat, who
shall be present in person or represented by proxy at any meeting duly called,
shall constitute a quorum for the transaction of business. If, at any meeting,
less than a quorum shall be present or represented, those present, either in
person or by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the requisite
amount of stock shall be present, at which time any business may be transacted
which might have been transacted at the meeting as originally noticed.
Section 6. Action Without Meeting. Except for the election of
Directors, any action to be taken by the stockholders may be taken without a
meeting, if, prior to such action, all stockholders entitled to vote thereon
shall consent in writing to such action being taken, and such consent shall be
treated for all purposes as vote at a meeting.
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ARTICLE III
DIRECTORS
Section 1. Number and Term. The number of Directors shall be not less
than five (5) nor more than nine (9) until changed by amendment of these Bylaws.
The exact number of Directors shall be nine (9) until changed, within the limits
specified, by a Bylaw amending this Section duly adopted by the Board of
Directors or stockholders. The Directors shall be elected at the annual meeting
of stockholders, and each Director shall be elected to serve until his successor
shall be elected and shall have qualified. In no case shall the number of
Directors be less than five (5), unless changed by an amendment to the Articles
of Incorporation.
The Board of Directors of this corporation shall be classified
into three groups. Each such group of Directors shall be elected for successive
terms ending at the annual meeting of stockholders the third year after
election.
Directors need not be stockholders.
Section 2. Quorum. A majority of the Directors shall constitute a
quorum for the transaction of business. If, at any meeting of the Board, there
shall be less than a quorum present, a majority of those present may adjourn the
meeting, from time to time, until a quorum is obtained, and no further notice
thereof need be given other than by announcement at said meeting which shall be
so adjourned.
Section 3. First Meeting. The newly elected Directors may hold their
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after the annual meeting of stockholders or
the time and place of such meeting may be fixed by written consent of the entire
Board.
Section 4. Election of Officers. At the first meeting, or at any
subsequent meeting called for that purpose, the Directors shall elect the
officers of the corporation, as more specifically set forth in ARTICLE V of
these Bylaws. Such officers shall hold office until the next annual election of
officers, or until their successors are elected and shall have qualified.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held, without notice, at such places and times as shall be determined,
from time to time, by resolution of the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman, the Chief Executive Officer, the President, or by
the Secretary on four (4) days' notice to each Director. In case such notice is
delivered personally, or by telephone, facsimile or telegram, it shall be
delivered at least twenty-four (24) hours prior
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to the time of the holding of the meeting.
Section 7. Place of Meetings. The Directors may hold their meetings,
and have one or more offices, and keep the books of the corporation outside the
State of Maryland at any office or offices of the corporation, or at any other
place as they from time to time by resolution may determine.
Section 8. Dispensing With Notice. The transactions of any meeting of
the Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum be present and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes thereof. The waiver of notice or consent
need not specify the purpose of the meeting. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting need not be given to any Director
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director.
Section 9. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or any committee thereof, may
be taken without a meeting if, prior to such action, a written consent thereto
is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board of Directors or committee.
Section 10. Telephonic Meetings. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
Section 11. General Powers of Directors. The Board of Directors shall
have the management of the business of the corporation, and, subject to the
restrictions imposed by law exercise all the powers of the corporation. Each
Director shall be entitled to rely upon the books and records of the
corporation, and upon information, opinions, reports, or statements, including
financial statements and other financial data, prepared or presented by officers
or employees of the corporation believed to be reliable and competent in the
matters presented, or by counsel, independent accountants, or other persons as
to matters which the Board of Directors believes to be within such person's
professional or expert competence.
Section 12. Specific Powers of Directors. Without prejudice to such
general powers, it hereby is expressly declared that the Directors shall have
the following powers:
(1) To make and change regulations, not inconsistent with
these Bylaws,
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for the management of the business and affairs of the corporation.
(2) To purchase or otherwise acquire for the corporation any
property, rights or privileges which the corporation is authorized to
acquire.
(3) To pay for any property purchased for the corporation,
either wholly or partly in money, stock, bonds, debentures or other
securities of the corporation.
(4) To borrow money and make and issue notes, bonds and other
negotiable and transferable instruments, mortgages, deeds of trust and
trust agreements, and to do every act and thing necessary to effectuate
the same.
(5) To remove any officer for cause, or any officer summarily,
without cause, and, in their discretion, from time to time to devolve
the powers and duties of any officer upon any other person for the time
being.
(6) To appoint and remove or suspend subordinate officers or
agents as they may deem necessary, and to determine their duties, and
to fix and from time to time to change their salaries or remuneration,
and to require security as and when they think fit.
(7) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers and agents.
(8) To determine who shall be authorized, on behalf of the
corporation, to make and sign bills, notes, acceptances, endorsements,
contracts and other instruments.
(9) To determine who shall be entitled, in the name and on
behalf of the corporation, to vote upon or to assign and transfer any
shares of stock, bonds or other securities of other corporations held
by this corporation.
(10) To delegate any of the powers of the Board, in relation
to the ordinary business of the corporation, to any standing or special
committee, or to any officer or agent (with power to sub-delegate),
upon such terms as they deem fit.
(11) To call special meetings of the stockholders for any
purpose or purposes.
(12) To appoint the accountants and attorneys for the
corporation.
Section 13. Compensation. Directors shall receive a stated salary for
their services as Directors and, by resolution of the Board, a fixed fee and
expenses of attendance for attendance at each meeting. Directors may participate
in retirement plans,
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stock option and restricted stock plans and other employee benefit plans of the
Company which specifically permit participation by directors.
Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, or otherwise.
ARTICLE IV
COMMITTEES
Section 1. Appointments and Powers. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, designate one
or more committees. The Board of Directors may designate one or more Directors
as alternate members of a committee who may replace any absent or disqualified
member at any meeting of the committee. Such alternate members shall, for
purposes of determining a quorum, be counted in the place of the absent or
disqualified member. The committee, to the extent provided in said resolution or
resolutions or in these Bylaws, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
corporation. Such committee or committees shall have such name or names as may
be stated in these Bylaws or as may be determined from time to time by
resolution adopted by the Board of Directors.
Section 2. Minutes. Committees shall keep regular minutes of their
proceedings, and report the same to the Board of Directors when required.
Section 3. Audit Committee. The Audit Committee shall select and engage
in behalf of the corporation, and fix the compensation of, a firm of certified
public accountants whose duty it shall be to audit the books and accounts of the
corporation and its subsidiaries for the fiscal year in which they are
appointed, and who shall report to such Committee. The Audit Committee shall
confer with the auditors and shall determine, and from time to time shall report
to the Board of Directors upon the scope of the auditing of the books and
accounts of the corporation and its subsidiaries. The Audit Committee shall also
be responsible for determining that the business practices and conduct of
employees and other representatives of the corporation and its subsidiaries
comply with the policies and procedures of the corporation. None of the members
of the Audit Committee shall be officers or employees of the corporation.
ARTICLE V
OFFICERS
Section 1. Officers. The officers shall be elected at the first meeting
of the Board
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of Directors after each annual meeting of stockholders. The Directors shall
elect a Chairman, a Chief Executive Officer, a President, a Secretary and a
Treasurer and one or more Vice Presidents as they may deem proper. Any person
may hold two or more offices.
The Board of Directors may appoint such other officers and agents
as it may deem advisable, who shall hold office for such terms and shall
exercise such powers and perform such duties as shall from time to time be
determined by the Board of Directors.
Section 2. Chairman. The Chairman, if one be elected, shall preside at
all meetings of the Board of Directors and stockholders, and he shall have and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 3. Chief Executive Officer. The Chief Executive Officer shall
have the general powers and duties of supervision and management usually vested
in the office of Chief Executive Officer of a corporation. He shall have general
supervision, direction and control of the business of the corporation. Except as
the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages and other contracts on behalf of the
corporation.
Section 4. President. The President shall have the general powers and
duties of supervision and management usually vested in the office of President
of a corporation. He shall have general supervision, direction and control of
the business of the corporation. Except as the Board of Directors shall
authorize the execution thereof in some other manner, he shall execute bonds,
mortgages and other contracts on behalf of the corporation.
Section 5. Vice Presidents. Each Vice President shall have such powers
and shall perform such duties as are usually vested in the office of Vice
President of a corporation. Except as the Board of Directors shall authorize the
execution thereof in some other manner, he shall execute bonds, mortgages and
other contracts on behalf of the corporation.
Section 6. Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and Directors, and all other notices
required by law or by these Bylaws, and, in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chairman, the Chief Executive Officer, the President, the Board of
Directors, or the stockholders, upon whose requisition the meeting is called as
provided in these Bylaws. He shall record all proceedings of meetings of the
stockholders and of the Board of Directors in a book to be kept for that
purpose, and shall perform such other duties as may be assigned to him by the
Directors or the President.
Section 7. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements
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in books belonging to the corporation. He shall deposit all monies and other
valuables in the name and to the credit of the corporation in such depositories
as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board of Directors or the President, taking proper vouchers
for such disbursements. He shall render to the President and the Board of
Directors, at the regular meetings of the Board, or whenever they may request
it, an accounting of all his transactions as Treasurer, and of the financial
condition of the corporation.
If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties, in such amount and
with such surety as the Board shall prescribe.
Section 8. Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers, if any, shall be appointed by the Board of
Directors or by the Chief Executive Officer, the President or Vice President and
shall have such powers and shall perform such duties as shall be assigned to
them, respectively, by the Secretary and by the Treasurer.
Section 9. General Powers. In addition to the rights and duties set
forth in this Article V, the Chief Executive Officer, President, Secretary or
any other officer of the corporation shall be authorized and empowered to take
such actions and to execute such documents on behalf of the corporation as may,
from time to time, be required.
ARTICLE VI
RESIGNATIONS; FILLING OF VACANCIES;
INCREASE IN NUMBER OF DIRECTORS;
REMOVAL FROM OFFICE
Section 1. Resignations. Any Director, member of a committee, or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and, if no time be specified,
at the time of its receipt by the Board of Directors, the President or the
Secretary. The acceptance of a resignation shall not be necessary to make it
effective.
Section 2. Filling of Vacancies. If the office of any officer, Director
or member of a committee becomes vacant, the remaining Directors in office,
although less than a quorum, may appoint, by a majority vote, any qualified
person to fill such vacancy, who shall hold office for the unexpired term of his
predecessor, or until his successor is elected and shall have qualified.
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Any vacancy occurring by reason of an increase in the number of
Directors may be filled by action of a majority of the entire Board, for a term
of office continuing only until the next election by the stockholders of
Directors within the Group to which the new Director is appointed, or may be
filled by the affirmative vote of the holders of a majority of the shares then
entitled to vote at an election of Directors.
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Section 3. Removal From Office. At a meeting of stockholders expressly
called for such purpose, any or all members of the Board of Directors may be
removed, with or without cause, by a vote of the holders of not less than
two-thirds (2/3) of the issued and outstanding capital stock entitled to vote
thereon and said stockholders may elect a successor or successors to fill any
resulting vacancies, for the unexpired terms of the removed Directors.
Any officer or agent, or member of a committee elected or appointed by
the Board of Directors, may be removed by said Board whenever, in its judgment,
the best interests of the corporation shall be served thereby.
ARTICLE VII
CAPITAL STOCK
Section 1. Certificates of Stock. Certificates of stock, numbered, and
signed by a member of the Board of Directors, the Chief Executive Officer, the
President or a Vice President, and the Secretary or an Assistant Secretary, or
the Treasurer or an Assistant Treasurer, shall be issued to each stockholder,
certifying to the number of shares owned by him in the corporation. Whenever any
certificate is countersigned, or otherwise authenticated by a transfer agent or
registrar, the signatures of such Chairman, Chief Executive Officer, President,
Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer
may be facsimiles.
In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue.
Section 2. Lost Certificates. A new certificate of stock may be issued
in place of any certificate theretofore issued by the corporation and alleged to
have been lost or destroyed, and the Directors may, at their discretion, request
the owner of the lost or destroyed certificate, or his legal representative, to
give the corporation a bond, in such sum as they may direct, but not exceeding
double the value of the stock, to indemnify the corporation against any claim
that may be made against it on account of the alleged loss of any such
certificate.
Section 3. Transfer of Shares. Subject to the restrictions that may be
contained in the Articles of Incorporation, the shares of stock of the
corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized representatives.
Section 4. Dividends. Subject to the provisions of the Articles of
Incorporation and
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the laws of the State of Maryland, the Board of Directors may, at any regular or
special meeting, declare dividends upon the capital stock of the corporation, as
and when they may deem expedient.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the corporation shall end on
the 31st day of December of each calendar year.
Section 2. Checks, Drafts, Notes. All checks, drafts, or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation, and in such manner as from time to time shall be
determined by resolution of the Board of Directors.
Section 3. Corporate Records. The corporation shall keep correct and
complete books of account and minutes of the proceedings of its stockholders and
Directors.
The corporation shall keep and maintain at its principal offices a
certified copy of its Articles of Incorporation and all amendments thereto, a
certified copy of its Bylaws and all amendments thereto, a stock ledger or
duplicate stock ledger, revised annually, containing the names, alphabetically
arranged, of all stockholders, their residence addresses, and the number of
shares held by them, respectively. In lieu of the stock ledger or duplicate
stock ledger, a statement may be filed in the principal office stating the name
of the custodian of the stock ledger or duplicate stock ledger, and the present
and complete post office address (including street and number, if any) where
such stock ledger or duplicate stock ledger is kept.
The Directors shall take all reasonable steps to assure that a
full and correct annual statement of the affairs of the corporation is prepared
annually, including a balance sheet and a financial statement of operations for
the preceding fiscal year which shall be certified by independent certified
public accountants, and distributed to stockholders within 120 days after the
close of the corporation's fiscal year and a reasonable period of time prior to
the annual meeting of stockholders. The Directors shall also be responsible for
scheduling the annual meeting of stockholders.
Section 4. Notice and Waiver of Notice. Whenever, pursuant to the laws
of the State of Maryland or these Bylaws, any notice is required to be given,
personal notice is not meant unless expressly so stated, and any notice so
required shall be deemed to be sufficient if given by depositing the same in the
United States mail, postage prepaid, addressed to the person entitled thereto at
his address as it appears on the records of the corporation, and such notice
shall be deemed to have been given on the day of such
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mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute.
Any notice required to be given may be waived, in writing, by the
person or persons entitled thereto, whether before or after the time stated
therein.
Section 5. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, 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 may, and on
the request of any stockholder entitled to vote thereat shall, appoint
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath to execute faithfully the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine 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 stockholders. On request of
the chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request 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 inspector of an
election of Directors. Inspectors need not be stockholders.
Section 6. Transactions with Officers and Directors. The corporation
shall not engage in any purchase, sale or lease of property or other business
transaction in which an officer or director of the corporation has a direct or
indirect material interest without the approval by resolution of a majority of
those directors who do not have an interest in such transaction.
ARTICLE IX
AMENDMENTS TO BYLAWS
Section 1. Amendment by Shareholders. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote, provided,
however, that any provision of these Bylaws requiring a vote of greater than a
majority may be amended, repealed or modified only by a vote satisfying such
higher voting requirements.
Section 2. Amendment by Directors. Subject to the right of the
shareholders as provided in Section 1 of this Article IX to adopt, amend, or
repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of
Directors; provided, however, that the
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Board of Directors may adopt an amendment of a Bylaw changing the authorized
number of directors only within the limits specified in the Articles of
Incorporation or in Section 1 of Article III of these Bylaws.
ARTICLE X
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. Indemnification. The corporation shall indemnify and hold
harmless, and shall pay expenses incurred by or satisfy a judgment or fine
levied against, each officer, director and other person, in the manner and to
the full extent permitted by the General Corporation Law of the State of
Maryland.
Section 2. Provisions Not Exclusive. This Article shall not be
construed as a limitation upon the power of the corporation to enter into
contracts or undertakings of indemnity with a director, officer, employee or
agent of the corporation, nor shall it be construed as a limitation upon any
other rights to which a person seeking indemnification may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to actions in his official capacity and as to action in another capacity while
holding office.
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CERTIFICATE OF SECRETARY
I, Susan Allene Kovach, Secretary of Omega Healthcare Investors, Inc.,
hereby certify that the attached Bylaws consisting of 12 pages, constitute the
Bylaws of this corporation, and the same are in full force and effect as of the
7th day of July, 1998.
IN WITNESS WHEREOF, I have executed this certificate as of the 7th day
of July, 1998.
/S/ SUSAN ALLENE KOVACH.
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SUSAN ALLENE KOVACH, Secretary
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