EXHIBIT 3.38
BY-LAWS
OF
EXTENDICARE HEALTH FACILITIES, INC.
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE. The registered office shall be
established and maintained at the office of United States Corporation Company,
in the City of Madison, in the State of Wisconsin and said corporation shall be
the registered agent of this corporation in charge thereof.
Section 2. OTHER OFFICES. The corporation may have other
offices, either within or without the State of Wisconsin, 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 Wisconsin, 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 Wisconsin, 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 Wisconsin.
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 the meeting, and, in the case of a special meeting, the
purpose or purposes for which such meeting has been called, shall be given to
each stockholder entitled to vote thereat at his 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.
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 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 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 Articles
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 or 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 or 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 be elected by the
Board of Directors and who 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, 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, notice of all 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 cancelled, 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 of 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
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any adjournment of the 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 or otherwise.
Section 5. FISCAL YEAR. The fiscal year of the corporation,
beginning with the year 1983, 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
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 8 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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