EXHIBIT 3.31
BY-LAWS
OF
EDGEWOOD NURSING CENTERS, INC.
ARTICLE I
Offices
The principal office of the corporation in the Commonwealth of
Pennsylvania shall be located in the Township of Mt. Lebanon, County of
Allegheny. The corporation may have such other offices, either within or without
the Commonwealth of Pennsylvania, as the Board of Directors may designate or as
the business of the corporation may require from time to time.
ARTICLE II
Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be the fourth week of March per Shareholder action dated
12/1/94. If the election of Directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as it conveniently may be held.
Section 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes specified, unless otherwise prescribed
by statute, may be called by the President or by the Board of Directors, and
shall be called by the President at the written request of the holders of not
less than fifty-five (55%) percent of all the outstanding shares of the
corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the Commonwealth of Pennsylvania
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the Board of Directors. A waiver of
notice signed by all shareholders entitled to vote at a meeting may designate
any place, either within or without the Commonwealth of Pennsylvania, unless
otherwise prescribed by statute, as the place for the holding of such meeting.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the registered office of the corporation in the
Commonwealth of Pennsylvania.
Section 4. Notice of Meeting. Written or printed notice
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than five (5) nor more than thirty (30) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
Section 5. Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, on the record
date, which shall be at least
five (5) days before each meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of five (5) days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original stock transfer book shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
Section 6. Quorum. The holders of shares constituting a
majority of the total voting power of the outstanding shares of the corporation
entitled to vote as provided for in Section 8 of this Article II, represented in
person or by proxy, shall constitute a quorum for the transaction of business at
all meetings of the shareholders except as otherwise provided by statute, the
Articles of Incorporation or these by-laws. If less than a majority of the
voting power so described of the outstanding shares are represented at a
meeting, the majority of the voting power of the corporation so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 7. Proxies. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
by proxy. Every proxy shall be executed in writing by the shareholder, or by his
duly authorized attorney in fact, and filed with the secretary of the
corporation. A proxy, unless coupled with an interest, shall be revocable at
will, notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the secretary of the corporation. No unrevoked proxy
shall be valid after eleven months from the date of its execution, unless a
longer time is expressly provided therein, but in no event shall a proxy, unless
coupled with an interest, be voted on after three years from the date of its
execution.
Section 8. Voting of Shares. Subject to the provisions of
Section 10 of this Article II each outstanding share of common Stock entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.
Section 9. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by an officer, agent or
proxy of such corporation without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him without
a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the
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transfer thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to the corporation or held
by it in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of outstanding
shares at any given time.
Section 10. No Cumulative Voting. Unless otherwise provided by
law, at each election for Directors there shall be no cumulative voting and
every shareholder entitled to vote at such election shall have the right to
vote, in person or by proxy, the number of shares owned by him on the record
date according to the voting power which is provided for such shares in Section
8 of this Article II for as many persons as there are directors to be elected
and for whose election he has a right to vote.
Section 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
Section 12. Order of Business. The order of business at the
annual meeting of the shareholders shall be as follows
(a) Calling meeting of shareholders to order;
(b) Proof of notice of meeting;
(c) Reading of minutes of last annual meeting;
(d) Reports of officers;
(e) Reports of committees;
(f) Election of directors;
(g) Miscellaneous business.
ARTICLE III
Board of Directors
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. 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 shareholders. 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 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than these By-Laws immediately
after, and at the same place, as the annual meeting of shareholders. The Board
of Directors may provide, by resolution, the
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time and place for the holding of additional regular meetings without other
notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President and any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be
given at least twenty-four (24) hours previously thereto by written notice
delivered personally to each director at his business address, or by telegram.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Notice of any special
meeting may be given by mail and if mailed, such notice shall be deemed to be
delivered when deposited forty-eight hours prior to the meeting in the United
States mail so addressed, with postage thereon prepaid. Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 6. Quorum. A majority of the number of directors fixed
by Section 2 of this Article III shall constitute a quorum for the transaction
of business of any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 8. Vacancies. Any vacancy, including any vacancy
resulting from an increase in the number of directors, occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors, unless otherwise
provided by law. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
Section 9. Compensation. By resolution of the Board of
Directors, the Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A director of the
corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
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Section 11. In addition to the powers and authorities by these
By-Laws expressly conferred upon it, the Board may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the Articles or by these By-Laws directed or required to be exercised or done
by the shareholders, including, but not limited to, the power by resolution
passed by a majority of the whole Board of Directors to elect one of its number
as Chairman and to delegate two or more of its number to constitute an executive
committee which shall have and exercise the authority of the Board of Directors
in the management of the business of the corporation, and to establish a
compensation committee as provided for in Section 9 or Article IV. Any action
which may be taken at a meeting of the directors or the members of the executive
committee may be taken without a meeting, if a consent or consents in writing
setting forth the action so taken shall be signed by all of the directors or the
members of the executive committee, as the case may be, and shall be filed with
the secretary of the corporation.
ARTICLE IV
Officers
Section 1. Number. The officers of the corporation shall be a
President, a Vice-President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
Nothing containing in these By-Laws shall preclude the Board of Directors from
electing members of the Board of Directors as officers of the corporation.
Section 2. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
Section 5. President. The president shall be the chief
executive officer of the corporation, and subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with attestation by
the Secretary, Assistant Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation, which he is authorized, moreover, to endorse and
transfer, any deeds, mortgages, bonds, contracts, or other instruments
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which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or these By-Laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-Presidents. In the absence of the President or
in the event of his death, inability or refusal to act, the Vice-Presidents in
the order determined by the Board of Directors shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. The Vice-Presidents shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.
Section 7. Secretary. The Secretary shall: (a) keep the
minutes of the shareholders' and of the Board of Directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) have general charge of the stock
transfer books of the corporation; and (f) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.
Section 8. Treasurer. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
He shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article V
of these By-Laws; and (b) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
Section 9. Compensation. The compensation of the officers
shall be fixed from time to time by the Board of Directors or by such
Compensation Committee as may be established by the Board of Directors to which
the Board of Directors shall delegate two or more members of the Board of
Directors and which shall have and exercise the authority of the Board of
Directors in fixing said compensation and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V
Indemnification
Section 1. This corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in
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the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he:
reasonably believed to be in, or not opposed to, the best interests of the
corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 2. This corporation shall indemnify any person who was
or is a party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless and only to the extent that the Court of
Common Pleas of the county in which the registered office of the corporation is
located or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Common Pleas or such other court
shall deem proper.
Section 3. To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Section 4. Any indemnification under Sections 1 and 2 of this
Article V (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such section such
determination shall be made:
(a) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or
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(b) If such a quorum is not obtainable, or, even if obtainable
a majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or
(c) By the shareholders.
Section 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized in the manner
provided in Section 3 upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
Section 6. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement vote of shareholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7. The corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
Article.
ARTICLE VI
Contracts Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of any on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of
the corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority may
be general or confined to specific instances.
Section 3. Checks, drafts, etc. All checks, drafts and 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 from time to time
be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositaries as the Board of
Directors may select.
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ARTICLE VII
Certificates For Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form as shall be signed by the
President and by the Secretary or by such other officers authorized by law and
by the Board of Directors so to do and shall be sealed with the corporate seal
which may be facsimile, engraved or printed but where such share certificate is
signed by a transfer agent or registrar the signature of any corporate officer
upon such certificate may be facsimile, engraved or printed. In case any officer
who has signed, or whose facsimile signature has been placed upon any share
certificate shall have ceased to be such officer because of death, resignation,
or otherwise, before the certificate is issued, it may be issued by the
corporation with the same effect as if the officer had not ceased to be such at
the date of its issue. All certificates shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation by
the holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VIII
Fiscal Year
The fiscal year of the corporation shall begin on the first
day of January and end on the 31st day of December in each year.
ARTICLE IX
Dividends
Dividends upon the shares of the Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in its shares, subject to the provisions of
the Articles of Incorporation.
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ARTICLE X
Seal
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the State of incorporation and the words, "Corporate Seal".
ARTICLE XI
Waiver of Notice
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholders or director of the corporation under
the provisions of these By-Laws or under the provisions of the Articles of
Incorporation, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XII
Amendments
These By-Laws may be altered, amended or repealed and new
By-Laws may be adopted by a vote of the shareholders representing a majority of
the total voting power set forth in Section 8 of Article II of all the shares
issued and outstanding, at any annual shareholders' meeting or at any special
shareholders' meeting when the proposed amendment has been set out in the notice
of such meeting, or by a majority vote of the members of the Board of Directors
at any regular or special meeting, duly convened after notice to the Directors
of that purpose, subject always to the power of the shareholders to change such
action by the Directors.
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