SUMMIT CARE PHARMACY, INC.
ADOPTED AS OF JUNE 13, 2005
SECTION 1.01. NAME. The name of the corporation is Summit Care Pharmacy, Inc.
SECTION 1.02. PRINCIPAL AND BUSINESS OFFICES. The Corporation may have such
principal and other business offices, either within or outside of the state of
Delaware, as the Board of Directors may designate or as the Corporation's
business may require from time to time.
SECTION 1.03. REGISTERED AGENT AND OFFICE. The Corporation's registered agent
may be changed from time to time by or under the authority of the Board of
Directors. The address of the Corporation's registered agent may change from
time to time by or under the authority of the Board of Directors, or the
registered agent. The business office of the Corporation's registered agent
shall be identical to the registered office. The Corporation's registered office
may be but need not be identical with the Corporation's principal office in the
state of Delaware.
SECTION 1.04. PLACE OF KEEPING CORPORATE RECORDS. The records and documents
required by law to be kept by the Corporation permanently shall be kept at the
Corporation's principal office.
SECTION 2.01. ANNUAL MEETING. An annual meeting of the stockholders shall be
held on such date as may be determined by resolution of the Board of Directors.
At each annual meeting, the stockholders shall elect directors to hold office
for the term provided in Section 3.01 of these By-Laws.
SECTION 2.02. SPECIAL MEETING. A special meeting of the stockholders may be
called by the President of the Corporation, the Board of Directors, or by such
other officers or persons as the Board of Directors may designate.
SECTION 2.03. PLACE OF STOCKHOLDER MEETINGS. The Board of Directors may
designate any place, either within or without the State of Delaware, as the
place of meeting for any annual meeting or for any special meeting. If no such
place is designated by the Board of Directors, the place of meeting will be the
principal business office of the Corporation.
SECTION 2.04. NOTICE OF MEETINGS. Unless waived as herein provided, whenever
stockholders are required or permitted to take any action at a meeting, written
notice of the meeting shall be given stating the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Such written notice shall be given not less than
ten (10) days nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at the meeting or in the event of a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of all or
substantially all of the Corporation's property, business or assets not less
than twenty (20) days before the date of the meeting. If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at the stockholder's address as it appears on the records of the