EXHIBIT 3.82
OAK HILL HOME OF REST AND CARE, INC.
BY-LAWS
ARTICLE I
Offices
Section 1. The registered office of the corporation shall be
at R. D. #7, Greensburg, Pennsylvania.
Section 2. The corporation may also have offices at such other
places as the Board of Directors may from time to time appoint or the business
of the corporation may require.
ARTICLE II
Seal
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania".
ARTICLE III
Shareholders' Meeting
Section 1. Meetings of the shareholders shall be held at the
office of the corporation at R. D. #7, Greensburg, Pennsylvania, or at such
other place or places, either within or without the Commonwealth of
Pennsylvania, as may from time to time be selected.
Section 2. The annual meeting of the shareholders, shall be
the fourth week of March per Shareholder Action dated December 1, 1994, when
they shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting. If the annual meeting shall not be
called and held during any calendar year, any shareholder may call such meeting
at anytime thereafter.
Section 3. The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast on the particular matter shall constitute a
quorum for the purpose of considering such matter. The shareholders present at a
duly organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Adjournment or adjournments of any annual or special meeting may be
taken, but any meeting at which directors are to be elected shall be adjourned
only from day to day, or for such longer periods not exceeding fifteen days
each, as may be directed by shareholders who are present in person or by proxy
and who are entitled to cast at least a majority of the votes which all such
shareholders would be entitled to cast at an election of directors until such
directors have been elected. If a meeting cannot be organized because a quorum
has not attended, those present may, except as otherwise provided by statute,
adjourn the meeting to such time and place as they may determine, but in the
case of any meeting called for the election of directors, those who attend the
second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors.
Section 4. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or 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. In all elections for directors cumulative voting shall be allowed.
Upon demand made by a shareholder at any election for directors before the
voting begins, the election shall be by ballot. No share shall be voted at any
meeting upon which any installment is due and unpaid.
Section 5. Written notice of the annual meeting shall be given
to each shareholder entitled to vote thereat, at least five (5) days prior to
the meeting.
Section 6. In advance of any meeting of shareholders, the
Board of Directors may appoint judges of election, who need not be shareholders,
to act at such meeting or any adjournment thereof. If judges of election be not
so appointed, the chairman of any such meeting may, and on the request of any
shareholder or his proxy, shall make such appointment at the meeting. The number
of judges shall be one or three. If appointed at a meeting on the request of one
or more shareholders or proxies, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. On request
of the chairman of the meeting, or of any shareholder or his proxy, the judges
shall make a report in writing of any challenge or question or matter determined
by them, and execute a certificate of any fact found by them. No person who is a
candidate for office shall act as a judge.
Section 7. Special meetings of the shareholders may be called
at any time by the President, or the Board of Directors, or shareholders
entitled to cast at least one-fifth of the votes which all shareholders are
entitled to cast at the particular meeting. At any time, upon written request of
any person or persons who have duly called a special meeting, it shall be the
duty of the Secretary to fix the date of the meeting, to be held not more than
sixty days after the receipt of the request, and to give due notice thereof. If
the Secretary shall neglect or refuse to fix the date of the meeting and give
notice thereof, the person or persons calling the meeting may do so.
Section 8. Business transacted at all special meetings shall
be confined to the objects stated in the call and matters germane thereto,
unless all shareholders entitled to vote are present and consent.
Section 9. Written notice of a special meeting of shareholders
stating the time and place and object thereof, shall be given to each
shareholder entitled to vote thereat at least three (3) days before such
meeting, unless a greater period of notice is required by statute in a
particular case.
Section 10. The officer or agent having charge of the transfer
books shall make at least five days before each meeting of shareholders, a
complete list of the shareholders entitled
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to vote at the meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list 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 share ledger or transfer book, or a duplicate thereof kept
in this Commonwealth, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or transfer book, or
to vote in person or by proxy, at any meeting of shareholders.
ARTICLE IV
Directors
Section 1. 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. In addition to the powers and authorities by these
By-Laws expressly conferred upon them, 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.
Section 3. The meetings of the Board of Directors may be held
at such place within this Commonwealth, or elsewhere, as a majority of the
directors may from time to time appoint, or as may be designated in the notice
calling the meeting.
Section 4. Each newly elected Board may meet at such place and
time as shall be fixed by the shareholders at the meeting at which such
directors are elected and no notice shall be necessary to the newly elected
directors in order legally to constitute the meeting, or they may meet at such
place and time as may be fixed by the consent in writing of all the directors.
Section 5. Regular meetings of the Board shall be held without
notice on the first Monday of the month at 11:00 A.M., at the registered office
of the company, or at such other time and place as shall be determined by the
Board.
Section 6. Special meetings of the Board may be called by the
President on three days notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of two directors.
Section 7. A majority of the directors in office shall be
necessary to constitute a quorum for the transaction of business, and the acts
of a majority of the directors present at a meeting at which a quorum is present
shall be the acts of the Board of Directors. If all the directors shall
severally or collectively consent in writing to any action to be taken by the
corporation, such action shall be as valid corporate action as though it had
been authorized at a meeting of the Board of Directors.
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Section 8. Directors as such, shall not receive any stated
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board PROVIDED, that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
ARTICLE V
Officers
Section 1. The executive officers of the corporation shall be
chosen by the directors and shall be a President, Secretary, and Treasurer. The
Board of Directors may also choose a Vice-President and such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall have such authority and shall perform such duties as from time to time
shall be prescribed by the Board. Any two or more offices may be held by the
same person, except the offices of President and Secretary. It shall not be
necessary for the officers to be directors.
Section 2. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 3. The officers of the corporation shall hold office
for one year and until their successors are chosen and have qualified. Any
officer elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in their judgment the best interests of the
corporation will be served thereby.
Section 4. The President shall be the chief executive officer
of the corporation; he shall preside at all meetings of the shareholders and
directors; he shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the Board are carried
into effect, subject, however, to the right of the directors to delegate any
specific powers, except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation. He shall be EX-OFFICIO a member of all committees, and shall have
the general powers and duties of supervisor and management usually vested in the
office of President of a corporation.
Section 5. The Secretary shall attend all sessions of the
Board and all meetings of the shareholders and act as clerk thereof, and record
all the votes of the corporation and the minutes of all its transactions in a
book to be kept for that purpose; and shall perform like duties for all
committees of the Board of Directors when required. He shall give, or cause to
be given, notice of all meetings of the shareholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, and under whose supervision he shall be. He shall
keep in safe custody the corporate seal of the corporation, and when authorized
by the Board, affix the same to any instrument requiring it.
Section 6. The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall keep the moneys
of the corporation in a separate account
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to the credit of the corporation. He shall disburse the funds of the corporation
as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and Directors, at the regular meetings of the
Board, or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the corporation.
ARTICLE VI
Vacancies
Section 1. If the office of any officer or agent, one or more,
becomes vacant for any reason, the Board of Directors may choose a successor or
successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.
Section 2. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors, shall be filled
by a majority of the remaining members of the Board though less than a quorum,
and each person so elected shall be a director until his successor is elected by
the shareholders, who may make such election at the next annual meeting of the
shareholders or at any special meeting duly called for that purpose and held
prior thereto.
ARTICLE VII
Corporate Records
Section 1. There shall be kept at the registered office of the
corporation an original or duplicate record of the proceedings of the
shareholders and of the directors, and the original or a copy of its By-Laws,
including all amendments or alterations thereto to date, certified by the
Secretary of the corporation. An original or duplicate share register shall also
be kept at the registered office, or at the office of a transfer agent or
registrar within this Commonwealth, giving the names of the shareholders in
alphabetical order, and showing their respective addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the shares, and the number and date of cancellation of every certificate
surrendered for cancellation.
Section 2. Every shareholder shall have a right to examine, in
person or by agent or attorney, at any reasonable time or times, for any
reasonable purpose, the share register, books or records of account, and records
of the proceedings of the shareholders and directors, and make extracts
therefrom.
ARTICLE VIII
Share Certificates, Dividends, Etc.
Section 1. The share certificates of the corporation shall be
numbered and registered in the share ledger and transfer books of the
corporation, as they are issued. They shall be signed by the President and
Secretary, and shall bear the corporate seal.
Section 2. Transfers of shares shall be made on the books of
the corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer shall be made inconsistent with the
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provisions of Article 8 of the Uniform Commercial Code, approved the sixth day
of April, one thousand nine hundred fifty-three (Act No. 1), and its amendments
and supplements.
Section 3. The Board of Directors may fix a time, not more
than fifty days, prior to the date of any meeting of shareholders, or the date
fixed for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of, or to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion, or exchange of shares. In such case, only such shareholders
as shall be shareholders of record on the date so fixed shall be entitled to
notice of, or to vote at such meeting, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights as the case
may be, notwithstanding any transfer of any shares on the books of the
corporation after any record date fixed, as aforesaid. The Board of Directors
may close the books of the corporation against transfers of shares during the
whole or any part of such period, and in such case, written or printed notice
thereof shall be mailed at least ten days before the closing thereof to each
shareholder of record at the address appearing on the records of the corporation
or supplied by him to the corporation for the purpose of notice. While the stock
transfer books of the corporation are closed, no transfer of shares shall be
made thereon. If no record date is fixed for the determination of shareholders
entitled to receive notice of, or vote at, a shareholders' meeting, transferees
of shares which are transferred on the books of the corporation within ten days
next preceding the date of such meeting shall not be entitled to notice of or
vote at such meeting.
Section 4. In the event that a share certificate shall be
lost, destroyed or mutilated, a new certificate may be issued therefor upon such
terms and indemnity to the corporation as the Board of Directors may prescribe.
Section 5. The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation, from time to time and
to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Articles of Incorporation.
Section 6. Before payment of any dividend there may be set
aside out of the net profits of the corporation such sum or sums as the
directors, from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve in the manner in
which it was created.
ARTICLE IX
Miscellaneous Provisions
Section 1. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
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Section 2. The fiscal year shall begin the 1st day of November
each year.
Section 3. Whenever written notice is required to be given to
any person, it may be given to such person, either personally or by sending a
copy thereof through the mail, or by telegram, charges prepaid, to his address
appearing on the books of the corporation, or supplied by him to the corporation
for the purpose of notice. If the notice is sent by mail or by telegraph, it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph office for transmission to such
person. Such notice shall specify the place, day and hour of the meeting and, in
the case of a special meeting of shareholders, the general nature of the
business to be transacted.
Section 4. Whenever any written notice is required by statute,
or by the Articles or By-Laws of this corporation, 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. Except in the case of a special meeting, neither the business to be
transacted at nor the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person, either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting was not lawfully called or convened.
ARTICLE X
Annual Statement
Section 1. The President and Board of Directors shall present
at each annual meeting a full and complete statement of the business and affairs
of the corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI
Amendments
Section 1. 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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