EXHIBIT 3.48
BYLAWS
OF
FIR LANE TERRACE CONVALESCENT CENTER, INC.
ARTICLE I
PLACE OF BUSINESS
Section 1. PRINCIPAL LOCATION. The principal office of the
corporation for the transaction of business shall be at such location as the
Board of Directors shall determine from time to time.
Section 2. ADDITIONAL OFFICES. Additional business offices may
be established at such other places as the Board of Directors may from time to
time designate.
ARTICLE II
DIRECTORS
Section 1. INITIAL BOARD OF DIRECTORS. Each member of the
Initial Board of Directors, appointed through the Articles of Incorporation,
shall serve until his death, resignation, until removed, or until a Board of
Directors is elected by the shareholders at the first shareholders meeting.
Section 2. NUMBER. 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 3. TERM. The directors shall be elected at the annual
meeting of shareholders and each director shall be elected to serve for a term
of one (1) year; provided that in the event of failure to hold such meeting or
to hold such election at such meeting, the directors may be elected at any
special meeting of the stockholders called for that purpose.
Section 4. QUORUM. A majority of the directors shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors.
Section 5. NOTICES. Regular meetings of the Board of Directors
may be held without notice of the time, date, location or purpose of the
meeting. Special meetings shall be preceded by at least two days notice of the
time, date and location of said meeting. Any notice of a meeting required to be
given or which may be given to a director shall be personally served or mailed
by United States Mail, postage prepaid, properly addressed to the last known
address of such director and, if mailed, shall be deemed to be given and
received three (3) days following the date of mailing. Any director may waive
notice of any meeting, so long as said waiver is in writing, signed by the
director entitled to notice and delivered to the corporation for inclusion in
the minutes of the corporation. Notwithstanding the foregoing, attendance of a
director at a meeting shall constitute a waiver of notice of such meeting except
where the 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 and where said director does not thereafter vote
for or assent to any action taken at the said meeting. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. POWERS AND DUTIES. The Board of Directors shall be
responsible for the management of the business of the corporation, and, subject
to the restrictions imposed by law, by the Articles of Incorporation, or by
these Bylaws, may exercise all the powers of the corporation.
Section 7. COMMITTEES. By resolution adopted by a majority of
the full Board of Directors, the Board of Directors may appoint from among its
members an Executive Committee of not less than two nor more than five members,
one of whom shall be the President (who shall be the Chairman of the Executive
Committee). The Board of Directors may also designate one or more of its members
as alternates to serve as a member or members of the Executive Committee in the
absence of a regular member or members. The Executive Committee shall have and
may exercise all the authority of the Board of Directors during the intervals
between meetings of the Board of Directors, except that the Executive Committee
(and other committees) shall not have the authority to (1) declare dividends or
distributions, except according to a general formula or method prescribed by the
Board of Directors, (2) approve or recommend to shareholders actions or
proposals required by this title to be approved by shareholders, (3) fill
vacancies on the Board of Directors or any committee thereof, (4) amend the
Articles of Incorporation, (5) adopt, amend or repeal the Bylaws, (6) authorize
or approve the issuance or reacquisition of shares unless pursuant to general
formula or method specified by the Board of Directors, (7) fix compensation of
any director for serving on the Board of Directors or any committee, (8) approve
a plan of merger, consolidation or exchange of shares not requiring shareholder
approval, or (9) appoint other committees of the Board of Directors.
The Board of Directors may also appoint from among its own
members such other committees as the Board of Directors may determine, which
shall in each case consist of not less than two (2) directors, and which shall
have such powers and duties as shall from time to time be prescribed by the
Board.
A majority of the members of any committee may fix its rules
of procedure. All actions by any committee shall be reported to the Board of
Directors at a meeting succeeding such action and shall be subject to revision,
alteration, and approval by the Board of Directors; provided that no rights or
acts of third parties shall be affected by any such revision or alteration.
Members of any committee may participate in a meeting of such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time, and participation by such means shall constitute presence in
person at a meeting.
Section 8. SALARY. Directors may receive a salary for their
services as directors but any such salary must be approved by unanimous vote of
all of the 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 and receiving compensation therefor so long as the
compensation is approved by the Board of Directors.
Section 9. VACANCY. Any vacancy that occurs in the Board of
Directors may be filled by a majority of the remaining directors or by the
shareholders, and each director so elected shall hold office until his successor
is selected at the next meeting of shareholders held for that purpose.
Section 10. CONSENT AND WAIVER OF NOTICE. Any transactions of
the Board of Directors at any meeting thereof, regardless of how or whether call
was made or notice given, shall be as valid as though transacted 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 entitled to vote and not
present in person sign a written waiver of notice, or a consent to the holding
of such meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the Secretary of this corporation and
made a part of the records of the meeting.
Whenever any notice whatsoever is required to be given under
the provisions of these Bylaws, 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 actual giving of such notice.
Any action, which under any provision of these Bylaws might be
taken at a meeting of the directors, may be taken without a meeting if a record
or memorandum thereof be made in writing and signed by all of the directors who
would be entitled to vote at a meeting for such purpose and such record or
memorandum be filed with the Secretary and made a part of the corporate records.
A director who is present at a meeting 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
Secretary before the adjournment of the meeting or shall forward such dissent by
registered mail to the Secretary immediately after the adjournment.
Section 11. CONFERENCE TELEPHONE CALLS. Members of the Board
of Directors may participate in a meeting of such Board by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
Section 1. APPOINTMENT AND QUALIFICATIONS. The officers of
this corporation shall consist of a President, and such other officers as may be
chosen by the Board of Directors, including one or more Vice-Presidents,
Treasurer, Secretary and one or more Assistant-Secretaries. No officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument be required by law or these Bylaws to be executed, acknowledged or
verified, as the case may be, by any two or more officers, except that when all
of the issued and outstanding shares of the corporation is owned by one
shareholder, one person
may hold all or any combination of offices and any such one person may execute,
acknowledge or verify any such instrument in more than one capacity.
Section 2. TERMS AND COMPENSATION. The terms of office and the
salary of each of said officers and the manner and time of the payment of such
salaries shall be fixed and determined by the Board of Directors and may be
altered by said Board from time to time, and at any time at its pleasure. Any
officer may be removed at any time by the Board.
ARTICLE IV
POWERS AND DUTIES OF OFFICERS
Section 1. PRESIDENT. The powers and duties of the President
shall be:
(1) To preside at all meetings of the Board of Directors or of
the shareholders, regular and special.
(2) Except when otherwise directed by the Board of Directors,
to affix the signature of the corporation to all deeds, conveyances, mortgages,
bonds, contracts and other instruments in writing and other papers that may
require the same, to sign certificates of shares of the corporation; and in
general to supervise and control all of the business affairs of the corporation.
Subject to the direction of the Board of Directors, the President shall
supervise and control all officers, agents and employees of the corporation.
Unless otherwise directed by the Board of Directors or by law, all deeds,
conveyances, mortgages, bonds, contracts and other instruments of the
corporation need only be signed by the President and need not be signed by the
Secretary or any other officer of the corporation.
(3) To enforce these Bylaws and perform all of the duties
incident to the office and which are required by law.
Section 2. VICE-PRESIDENT. In case of the absence, disability
or death of the President, the Vice-President of this corporation, if the
corporation shall have a Vice President, shall have such powers and perform such
duties as may be granted or prescribed by the Board of Directors from time to
time.
At all times, the Vice-President shall have the power to
countersign such instruments, if any, as may by law require execution,
acknowledgment, or verification by two officers.
Section 3. SECRETARY. The powers and duties of the Secretary,
if the corporation shall have a Secretary shall be:
(1) To keep full and complete records of the meetings of the
Board of Directors and of the shareholders.
(2) To keep the seal of the corporation and to affix the same
to all instruments which may require it.
(3) To make service and publication of all notices that may be
necessary or proper, without command or direction from anyone.
To transfer upon the books of the corporation any and all
shares; provided, however, that no certificate of shares shall be issued or
delivered, or if issued or delivered, shall have any validity whatsoever, until
and unless it has been signed by the President of the corporation.
(4) Generally to have such powers and perform such duties as
pertain to his office and as may be required by the Board of Directors.
Section 4. TREASURER. If the corporation shall have a
Treasurer, the Treasurer shall receive all moneys belonging to or paid into the
corporation and give receipts therefor; and shall deposit such moneys, as the
treasurer shall be directed by the Board of Directors, with one or more solvent
and reputable banks to be designated by the Board of Directors; and shall keep
full and complete records of the funds received and the disbursement thereof.
The treasurer shall render to the shareholders at the regular annual meeting
thereof, and also to the Board of Directors at any meeting thereof, or from time
to time whenever the Board of Directors or the President may require, an account
of all transactions as Treasurer and of the financial condition of the
corporation, and shall perform such other duties as may from time to time be
prescribed by the Board of Directors. The treasurer shall exhibit or cause to be
exhibited the books of the corporation to the Board of Directors, or to any
committee appointed by the Board, or to any director on application during
business hours, or to any other person entitled to inspect such books pursuant
to pertinent provisions of the Business Corporation Act of the State of
Washington.
At all times, the Treasurer shall have the power to
countersign such instrument, if any, as may by law require execution,
acknowledgment, or verification by two officers.
The Treasurer shall have such powers and perform such duties
as pertain to the office of the treasurer and as may be required by the Board of
Directors.
Section 5. OTHER OFFICERS. The Board of Directors may appoint
such other officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the Bylaws or as the Board of Directors may from time to time
determine.
ARTICLE V
SHAREHOLDERS
Section 1. PLACE OF MEETING. Notwithstanding anything to the
contrary in these Bylaws, any meeting (whether annual, special or adjourned) of
the stockholders of this corporation may be held at any place within or without
the State of Washington which has been designated therefor by the Board of
Directors.
Section 2. ANNUAL MEETING. Subject to the foregoing
provisions, the annual meeting of the stockholders shall be held each year at
the principal office of the corporation in the City of Shelton, State of
Washington, or at such other convenient place
designated by the President, during the fourth week of March, at a day and time
called by the President. At said annual meeting, directors of the corporation
shall be elected, reports of the affairs of the corporation shall be considered
and any other business may be transacted which is within the powers of the
stockholders to transact.
The corporation shall notify shareholders of the date, time
and place of each annual meeting and each special meeting of the shareholders.
Said notice shall be given no fewer than 10 nor more than 60 days before the
meeting date, except that notice of a shareholders' meeting to act on an
amendment to the Articles of Incorporation, a plan of merger or share exchange,
a proposed sale of assets pursuant to RCW 23B. 12.020, or the dissolution of the
corporation shall be given no fewer than 20 nor more than 60 days before the
meeting date. In the case of a notice of a special meeting of shareholders, the
notice shall also include a description of the purpose or purposes for which the
meeting is called.
Notice of special meetings of stockholders shall be given by
written notice personally served on each shareholder, or deposited in the United
States mail, postage prepaid, and addressed to him at his last known post office
address appearing upon the books of the corporation. Such notice, if mailed,
shall be deemed to be given and received three (3) days following the date of
mailing.
In the event the annual meeting be not held, or the directors
be not elected thereat, the directors may be elected at a special meeting held
for that purpose, and it shall be the duty of the President, the Vice-President,
or the Secretary, upon the demand of any shareholder entitled to vote at such
meeting, to call such special meeting.
Section 3. SPECIAL MEETINGS. Subject to Section (2) of this
Article, special meetings of the shareholders may be called at any time by the
President or by the Board of Directors or by one or more shareholders holding
not less than one-tenth (1/10) of the voting power of the corporation.
Section 4. CONSENT AND WAIVER OF NOTICE. Any transactions of
the shareholders at any meeting thereof, regardless of how or whether call was
made or notice given, shall be as valid as though transacted at a meeting duly
held after regular call and notice, if a quorum be present, either in person or
by proxy, and if, either before or after the meeting, each of the shareholders
entitled to vote and not present in person or by proxy sign a written waiver of
notice, or a consent to the holding of such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
Secretary and made a part of the records of the meeting.
Whenever any notice whatsoever is required to be given under
the provisions of these Bylaws, 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 actual giving of such notice.
A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting. A shareholder waives objection to
consideration of a particular matter at a meeting that is not within the purpose
or purposes described in the meeting notice unless the shareholder objects to
consideration of the matter when it is presented.
Any action, which under any provisions of these Bylaws might
be taken at a meeting of the shareholders, may be taken without a meeting if a
record or memorandum thereof be made in writing and signed by all of the holders
of shares who would be entitled to vote at a meeting for such purpose and such
record or memorandum be filed with the Secretary and made a part of the
corporate records. The consent shall have the same force and effect as a
unanimous vote of shareholders, and may be stated as such in any articles or
document filed with the Secretary of State.
Section 5. QUORUM, VOTING AND PROXIES. At all meetings of the
shareholders (whether annual, special or adjourned) the presence in person or by
proxy in writing of the holders of a majority of the shares entitled to vote at
that meeting shall constitute a quorum for the transaction of business. Each
share shall entitle the duly qualified and registered holder thereof to one
vote. All proxies shall be in writing subscribed by the party entitled to vote
the number of shares represented thereby, or by his duly authorized attorney,
and no such proxy shall be valid or confer any right or authority to vote or act
thereunder unless such proxy has been offered for filing to, and left with, the
Secretary of the corporation prior to the meeting at which the same is to be
used; provided, however, that in case any meeting of shareholders whatsoever
(whether annual, special or adjourned) shall have been for any cause adjourned,
proxies shall be valid and may be used at such adjourned meeting, which have
been offered for filing to, and left with the Secretary of the corporation prior
to the date upon which said adjourned meeting shall in fact be held.
Once a share is represented at a meeting for any purpose other
than solely to object to holding the meeting or transacting business at the
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment thereof, unless a new record date is or must be
set for that adjourned meeting.
An amendment to the Articles of Incorporation, adding,
changing or reducing a quorum for a voting group greater or lesser than the
simple majority specified above, or adding, changing or reducing a voting
requirement from a simple majority shall be governed by RCW 23B.07.270.
Section 6. ADJOURNMENTS. Any business which might be
transacted at an annual meeting of the shareholders may be done at a special or
at an adjourned meeting. If no quorum be present at any meeting of the
stockholders (whether annual, special or adjourned) such meeting may be
adjourned by those present from day to day, or from time to time, until such
quorum be obtained, such adjournment and the reasons therefor being recorded in
the journal or minutes of proceedings of the stockholders, and no notice
whatsoever need be given of any such adjourned meeting if the time and place of
such meeting be fixed at the meeting adjourned.
Section 7. CONFERENCE TELEPHONE CALLS. Shareholders may
participate in a meeting of shareholders by means of a conference telephone call
or similar
communication equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting.
ARTICLE VI
SHARES
Section 1. CLASS. The shares of this corporation shall consist
of such classes as may be authorized by the Articles of Incorporation as they
may be amended from time to time.
Section 2. CERTIFICATES. The shares of the corporation shall
be represented by certificates prepared by the Board of Directors and signed by
two officers of the corporation, unless the corporation has only one officer, in
which case certificates for shares shall be signed by said officer. Each
certificate shall be sealed with the seal of the corporation or a facsimile
thereof, if any. The certificates shall be numbered consecutively and in the
order in which they are issued; and a share register shall be maintained in
which shall be entered the name of the person to whom the shares represented by
each certificate are issued, the number and class or series of such shares, and
the date of issue. Each certificate shall state upon the face thereof (i) that
the corporation is organized under the laws of the state of incorporation, (ii)
the name of the person to whom issued, (iii) the number and class of the shares,
and the designation of the series, if any.
Section 3. SUBSCRIPTIONS. Subscriptions to the shares shall be
paid at such times and in such installments as the Board of Directors may
determine. If default be made in the payment of any installment as required by
such resolution, the Board may declare the shares and all previous payments
thereon forfeited for the use of the corporation, if such payment remains in
default twenty (20) days after written notice of the default has been sent to
the subscriber, or in such other manner prescribed by law.
Section 4. SHARE OPTIONS. The corporation may issue rights,
options or warrants for the purchase of shares of the corporation. The Board of
Directors shall determine the terms upon which the rights, options, or warrants
are issued, their form and content, and the consideration for which the shares
are to be issued.
Section 5. RESTRICTION ON TRANSFER OF SHARES OR OTHER
SECURITIES.
(a) The Articles of Incorporation, an agreement among
shareholders, or an agreement between shareholders and the
corporation may impose restrictions on the transfer or
registration of transfer of shares. The restriction does not
affect shares issued before the restriction was adopted unless
the holders of the shares are parties to the restriction
agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of
transfer of shares is valid and enforceable against the holder
or a transferee of the holder if the restriction is authorized
and its existence is noted conspicuously on the front or
back of the certificate or is contained in the information
statement. Unless so noted, a restriction is not enforceable
against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of
transfer of shares is authorized:
(1) to maintain the corporation's status
when it is dependent on the number or identity of its
shareholders;
(2) to preserve exemptions under federal or
state securities law; or
(3) for any other reasonable purpose.
(d) A restriction on the transfer or registration of
transfer of shares may:
(1) obligate the shareholder first to offer
the corporation or other persons (separately,
consecutively, or simultaneously) an opportunity to
acquire the restricted shares;
(2) obligate the corporation or other
persons (separately, consecutively, or
simultaneously) to acquire the restricted shares;
(3) require the corporation, the holders of
any class of its shares, or another person to approve
the transfer of the restricted shares, if the
requirement is not manifestly unreasonable; or
(4) prohibit the transfer of the restricted
shares to designated persons or classes of persons,
if the prohibition is not manifestly unreasonable.
Section 6. RETURNED CERTIFICATES. All certificates for shares
changed or returned to the corporation for transfer shall be marked by the
Secretary "Cancelled" with the date of cancellation; and the transaction shall
be immediately recorded in the transfer book opposite the memorandum of their
issue. The returned certificates shall be retained by the corporation and filed
with the stock register.
Section 7. LOST CERTIFICATES. Any person claiming a
certificate for shares to be lost or destroyed shall make an affidavit or an
affirmation of the fact and shall advertise the same in such manner as the Board
of Directors may determine; and, if the directors require, shall give the
corporation a bond of indemnity in form and with sureties satisfactory to the
Board, in an amount to be fixed by the Board whereupon a new certificate may be
issued of the same tenor and for the same number of shares as the certificate
alleged to be lost or destroyed.
ARTICLE VII
BOOKS AND RECORDS
Section 1. This corporation shall keep as permanent records
minutes of all meetings of its shareholders and board of directors, a record of
all actions taken by the shareholders or board of directors without a meeting,
and a record of all actions taken by a committee of the board of directors
exercising the authority of the board of directors on behalf of the corporation.
Section 2. This corporation shall maintain appropriate
accounting records.
Section 3. This corporation or its agent shall maintain a
record of its shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by class of
shares showing the number and class of shares held by each.
Section 4. This corporation shall maintain its records in
written form or in another form capable of conversion into written form within a
reasonable time.
Section 5. The corporation shall keep a copy of the following
records at its principal office:
(a) its articles or restated articles of
incorporation and all amendments to them currently in effect;
(b) its bylaws or restated bylaws and all amendments
to them currently in effect;
(c) the minutes of all shareholders' meetings, and
records of all action taken by shareholders' without a
meeting, for the past three years;
(d) the financial statements prepared pursuant to RCW
23B. 16.200, for the past three years;
(e) all written communications to shareholders
generally within the past three years;
(f) a list of the names and business addresses of its
current directors and officers; and
(g) its most recent annual report delivered to the
secretary of state.
ARTICLE VIII
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.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 1. INSTRUMENTS IN WRITING. Notwithstanding any other
provision hereof, all checks, drafts and demands for money of the corporation
shall be signed by such officer or officers, agent or agents, as the Board of
Directors may from time to time by resolution designate. No officer, agent or
employee of the corporation shall have the power to bind the corporation by
contract or otherwise unless authorized to do so by the Board of Directors.
Section 2. FISCAL YEAR. The fiscal year of this corporation
shall be set by resolution of the Board of Directors. The initial fiscal year
shall be the calendar year.
ARTICLE X
INFORMAL ACTION
Any action required or allowed to be taken at a meeting of the
Board of Directors or the stockholders, as the case may be, may be taken without
a meeting, if a written consent to, or declaration of, such action is signed by
all of the Directors or stockholders, as the case may be.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned,
being the Board of Directors of Fir Lane Terrace Convalescent Center, Inc., a
Washington corporation, organized and existing under the laws of the State of
Washington, do hereby certify that the foregoing code of Bylaws was duly adopted
by resolution of the Board of Directors of the corporation on the 17th day of
October, 1979.
___________________________________
Marvin H. Goodwin, Director
___________________________________
Roberta L. Goodwin, Director