BY-LAWS
OF
COVENTRY CARE HOLDINGS, INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The address of the registered office in
the State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of
Kent. The name of its registered agent at such address is LexisNexis Document
Solutions, Inc.
Section 2. Other Offices. The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of stockholders for the
election of directors and for such other business as may properly come before
the meeting shall be held at such place, either within or without the State of
Delaware, as the Board of Directors shall determine and as set forth in the
notice of the meeting.
Annual meetings of stockholders shall be held during the fourth week of
March in each year at a time and date to be determined by the Board of
Directors. At each annual meeting, the stockholders shall elect a Board of
Directors and they may transact such other business as may properly come before
the meeting.
Section 2. Other Meetings. Meetings of stockholders for any purpose or
purposes may be called by the President, the Secretary, the Board of Directors
or such other persons as may be authorized by law, and shall be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of meeting.
Section 3. Voting. Each stockholder entitled to vote in accordance with
the terms of the Articles of Incorporation and in accordance with the provisions
of these By-Laws shall be entitled to one vote, in person or by proxy, executed
in writing by the stockholder or by its duly authorized attorney in fact, for
each share of stock entitled to vote held by such stockholder. All elections for
directors shall be decided by plurality vote; all other questions shall be
decided by majority vote except as otherwise provided by the Articles of
Incorporation or the laws of the State of Delaware.
Section 4. Quorum. Except as otherwise required by Law, by the Articles
of Incorporation or by these By-Laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock of the corporation entitled to vote
shall constitute a quorum at all meetings of the stockholders. In case a quorum
shall not be present at any meeting, a majority in interest of the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting until the requisite amount of stock entitled to vote shall be
present; provided, that if the
adjournment is for more than thirty days or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting will be sent to each stockholder of record entitled to vote at the
meeting, as adjourned. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed, but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof, unless a new record date therefor shall have been fixed.
Section 5. Notice of Meetings. Written notice, stating the place, date
and time of any special meeting, and the purpose or purposes for which such
meeting has been called, shall be given to each stockholder entitled to vote
thereat at this address as it appears on the records of the corporation, not
less than ten nor more than fifty days before the date of the meeting. Regular
meetings of the Board of Directors may be held without notice of the date, time,
place or purpose of the meeting.
Section 6. Action without Meeting. Any action required to be taken at
any annual or special meeting of stockholders, or any action which may be taken
at any annual or special meeting, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of all of the outstanding stock of the
corporation.
ARTICLE III
DIRECTORS
Section 1. Number and Term. The number of authorized Directors of the
Corporation shall be not less than 1 nor more than 15, fixed from time to time
by the Shareholder. The Directors shall be elected at the annual meeting of the
Shareholders and each Director shall be elected to serve until his successor
shall be elected and shall qualify.
Section 2. Resignations. Any director, member of a committee, or other
officers 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 President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
Section 3. Powers. The Board of Directors shall exercise all of the
powers of the corporation except such as are by law, or by the Article of
Incorporation of the corporation or by these By-Laws conferred upon or reserved
to the stockholders.
Section 4. Meetings. The newly elected directors may hold their first
meeting for the purpose of the transaction of business, if a quorum be present,
immediately after the annual meeting of the stockholders; or the time and place
of such meeting may be fixed by consent in writing of all the directors.
Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the board may be called by or at the request of the
President, the Secretary or any two directors. Such meeting shall be held at
such place or places as shall be
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stated in the call of the meeting. Notice of any special meeting shall be given
at least six (6) hours previously thereto in any one of the following methods:
by oral or telephonic notice, by written notice delivered personally or mailed
to each director at his business address, or by telegram; provided, that if
notice is given by mail only, it shall be given at least forty-eight (48) hours
prior to such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice is given by telegram, such notice shall be deemed delivered
when the telegram is delivered to the telegraph company. Whenever any notice
whatever is required to be given to any director of the corporation under the
Certificate of Incorporation of these By-Laws or any provision of law, a waiver
thereof in writing, signed at any time, whether before or after the time of the
meeting, by the director entitled to such notice, shall be deemed equivalent to
the giving of such notice.
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 the meeting.
Section 5. Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of three or more directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. 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 member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation; and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power of authority to declare a dividend or to authorize the issuance of
stock.
Section 6. 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 the meeting which shall be
so adjourned.
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ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the corporation shall be a
President, a Treasurer, and a Secretary, all of whom shall hold office until
their successors are elected and qualified or until their earlier termination,
death, resignation or removal. In addition, the Board of Directors may elect a
Chairman, Chief Executive Officer, one or more Vice-Presidents and such
Assistant Secretaries and Assistant Treasurers as they may deem proper. None of
the officers of the corporation need be directors. The officers shall be elected
at the first meeting of the Board of Directors after each annual meeting. More
than two offices may be held by the same person, except for the offices of
President and Vice-President and the offices of President and Secretary.
Section 2. Other Officers and Agents. The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
Section 3. Chairman. The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors 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 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 preside at all meetings of the stockholders if
present thereat, and in the absence or non-election of the Chairman of the Board
of Directors, at all meetings of the Board of Directors, and 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 in behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
Section 5. Vice-President. Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the Board of
Directors, or if no such powers and duties shall be assigned by the Board of
Directors, then such powers and duties as shall be assigned to him by the
Chairman of the Board of Directors or the President.
Section 6. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositaries 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 Board of Directors at
the regular meetings of the Board of Directors,
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or whenever they may request it, an account 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 of Directors shall
prescribe.
Section 7. Secretary. The Secretary shall give, or cause to be given,
any required notice of meetings of stockholders and directors, and all other
notices required by law or by these By-Laws, 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 President, or by the Board of Directors, or
stockholders, upon whose requisition the meeting is called as provided in these
By-Laws. He shall record all the proceedings of the meetings of the corporation
and of the 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.
He shall have the custody of the seal of the corporation and shall affix the
same to all instruments requiring it, when authorized by the Board of Directors
or the President, and attest the same.
Section 8. Assistant Treasurers and Assistant Secretaries. Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
ARTICLE V
MISCELLANEOUS
Section 1. Certificates of Stock. Certificates of stock, signed by the
President or Vice-President and Secretary or any Assistant Secretary, shall be
issued to each stockholder certifying the number of shares owned by such
stockholder in the corporation. Any or all of the signatures may be facsimiles.
Section 2. Transfer of Shares. 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 attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other person as the directors may designate, by whom they shall be
canceled, and new certificates shall thereupon be issued. A record shall be made
of each transfer and whenever a transfer shall be made for collateral security,
and not absolutely, it shall be so expressed in the entry of the transfer.
Section 3. Stockholders Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect to any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than fifty nor less than ten
days before the date of such meeting nor more than fifty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
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meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 4. Seal. The corporate seal shall be circular in form and shall
contain the name of the corporation, its state of incorporation and the words
"CORPORATE SEAL." Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced otherwise.
Section 5. Fiscal Year. The fiscal year of the corporation shall be the
calendar year.
Section 6. Checks. 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 shall be determined from time to time by
resolution of the Board of Directors.
Section 7. Indemnification. The corporation may indemnify its
incorporator, officers, directors, employees and agents to the full extent
permitted by law.
Section 8. Notice and Waiver of Notice. Whenever, under the provisions
of law, the Articles of Incorporation or these By-Laws, notice is required to be
given to any person, it shall not be construed to mean personal notice, but such
notice may be given in writing, by mail, addressed to such person at his address
as it appears on the records of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
any of the methods specified in Article III, Section 4, of these By-Laws.
Whenever any notice whatever is required to be given under the
provisions of any law, the Articles of Incorporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto. Any waiver of notice to stockholders shall set forth in reasonable
detail the purpose or purposes for which the meeting is called and the time and
place thereof. Attendance by a director or stockholder at any meeting of
directors or stockholders, respectively, shall constitute a waiver of notice of
such meeting, except where such director or stockholder attends a meeting for
the express purpose of objecting, at the beginning of such meeting, to the
transaction of business because the meeting is not lawfully called or convened.
ARTICLE VI
AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal or By-Law or By-Laws to be made be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular or
special meeting of the Board of Directors.
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