AMENDED AND RESTATED OPERATING AGREEMENT OF ARBOR E&T, LLC
Exhibit 3.9
This OPERATING AGREEMENT (“Agreement”) is amended and restated as of the ___day of January 2003,
by Res-Care, Inc., a Kentucky corporation (“Member”).
WHEREAS, the Member executed an Operating Agreement for the Company as defined below as of November
19, 2002; and
1.1 Formation. The Member has formed a limited liability company (“Company”) pursuant to the
provisions of the Kentucky Limited Liability Company Act
(“Act”).
(“Act”).
2.1 Name. The name of the Company is Arbor E&T, LLC.
2.2 Principal Office. The principal office of the Company shall be at 00000 Xxxx Xxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, or at such other place as shall be determined by the Member. The books
of the Company shall be maintained at such principal place of business or such other place that the
Member shall deem appropriate. The Company shall designate an agent for service of process in
Kentucky in accordance with the provisions of the Act.
(a) To engage in any other lawful activities in which a limited liability company may engage under
the Act as is determined by the Member.
(b) To do all other things necessary or desirable in connection with the foregoing, or otherwise
contemplated in this Agreement.
appropriate or advisable in connection with such purposes, or as otherwise contemplated in
this Agreement.
3.3 Term. This Agreement shall become effective as of the date of the filing of Articles of
Organization with the Kentucky Secretary of State’s Office, and shall continue in perpetuity until
dissolved in accordance with Section 13.
7.1 Net Income and Net Loss. All net income or net loss of the Company shall be for the account of
the Member.
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vacancy resulting from an increase in the number of Managers, the Members may fill the
vacancy; the Managers may fill the vacancy; or if the Managers remaining in office constitute fewer
than a quorum of the Managers, they may fill the vacancy by the affirmative vote of a majority of
all the Managers remaining in office. If the vacant office was held by a Manager elected by a
voting group of Members, only the holders of Units of that voting group shall be entitled to vote
to fill the vacancy if it is filled by the Members. A vacancy that will occur at a specific later
date may be filled before the vacancy occurs but the new Manager may not take office until the
vacancy occurs.
10.7 Meetings. The Managers may hold regular or special meetings in or out of the Commonwealth of
Kentucky. The Managers may permit any or all Managers to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of communication by which all
Managers participating may simultaneously hear each other during this
meeting. A Manager participating in a meeting by such means shall be deemed to be present in person
at the meeting.
10.11 Waiver of Notice. A Manager may waive any notice required by the Company’s Articles of
Organization or this Operating Agreement or the Act before or after the date and time stated in the
notice. Except as otherwise provided in this Section, the waiver shall be in writing, signed by the
Manager entitled to the notice, and filed with the minutes or Company records. A Manager’s
attendance at or participation in a meeting shall waive any required notice to him of the meeting
unless the Manager at the beginning of the meeting, or
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promptly upon his arrival, objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the meeting.
10.12 Quorum and Voting. Unless the Company’s Articles of Organization require a greater or lesser
number, a majority of the number of Managers fixed by, or determined in accordance with, this
Operating Agreement shall constitute a quorum of the Managers. If a quorum is present when a vote
is taken, the affirmative vote of a majority of Managers present shall be the act of the Managers
unless the Articles of Organization require the vote of a greater number of Managers. A Manager who
is present at a meeting of the Managers or a committee of the Managers when action is taken shall
be deemed to have assented to the action taken unless: he objects at the beginning of the meeting,
or promptly upon his arrival, to holding it or transacting business at the meeting; his dissent or
abstention from the action taken is entered in the minutes of the meeting; or he delivers written
notice of his dissent or abstention to the presiding officer of the meeting before its adjournment
or to the Company immediately after adjournment of the meeting. The right of dissent or abstention
shall not be available to a Manager who votes in favor of the action taken.
Chairman — Xxxxxx X. Xxxxx
President — Xxxxxxx Xxxx
Vice President and Secretary — Xxxxxxx Xxxxx
Vice President — Xxxx X. Xxxx
Treasurer — L. Xxxxx Xxxxx
Assistant Treasurer — Xxxx Xxxxxxx
Assistant Secretary — Xxxx X. Xxxxxx
Assistant Secretary — Xxxxx X. Xxxxxx
President — Xxxxxxx Xxxx
Vice President and Secretary — Xxxxxxx Xxxxx
Vice President — Xxxx X. Xxxx
Treasurer — L. Xxxxx Xxxxx
Assistant Treasurer — Xxxx Xxxxxxx
Assistant Secretary — Xxxx X. Xxxxxx
Assistant Secretary — Xxxxx X. Xxxxxx
The Company shall have the officers described in this Agreement or appointed by the Managers in
accordance with this Agreement.
A duly appointed officer may appoint one or more officers or assistant officers if authorized by
the Member. The same individual may simultaneously hold more than one office in the Company. If
such office shall not be created and filled, then the Member shall delegate to one of the officers
of the Company such responsibility.
office or, to the extent consistent with this Agreement, the duties prescribed by the
Managers or by direction of an officer authorized by the Managers to prescribe the duties of other
officers.
the Managers shall determine. The Treasurer shall be the Chief Financial Officer of the
Company.
11.9 Secretary. The Secretary, if that office be created and filled, shall (i) keep the minutes of
the Managers’ meetings in one or more books provided for that purpose; (ii) see that all notices
are duly given in accordance with the provisions of this Operating Agreement or as required by law;
(iii) be custodian of the meeting records and of the seal, if any, of the Company; (iv) be
responsible for authenticating records of the Company; (v) keep a register of the mailing address
of each Manager; (vi) sign with the Chairman certificates for interests of the Company; (vii) have
general charge of the interest transfer books of the Company; and, in general, perform all duties
incident to the office of Secretary and such other duties as from time to time maybe assigned to
him or her by the Chairman, the President or by the Managers.
(a) The Assistant Treasurer, if that office be created and filled, shall, if required by the
Managers, give bond for the faithful discharge of his or her duty in such sum and with such surety
as the Managers shall determine.
(b) The Assistant Secretary, if that office be created and filled, may sign, with the Chairman,
certificates for interests of the Company.
(c) The Assistant Treasurers and Assistant Secretaries, in general, shall perform such other
additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or
by the Chairman, the President or the Managers.
domestic or foreign corporation, partnership, joint venture, trust or other enterprise.
Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any,
as the Managers may reasonably require, by or on behalf of the person seeking indemnification to
repay amounts advanced if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company as authorized herein. Such right of indemnification shall not be deemed
exclusive of any other rights to which members or officers of the Company may be entitled under
any statute, provision in the Company’s Articles of Organization,
agreement or action of the Managers of the Company, or otherwise, and shall continue as to a person
who has ceased to be an officer of the Company, and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
12.2 Insurance. Without in any way limiting the Company’s power to purchase and maintain insurance
for any other purpose or on behalf of any other person, the Company may purchase and maintain
insurance on behalf of any person who is or was, an officer, employee or agent of the Company, or a
director, officer, employee or agent of another domestic or foreign corporation, limited liability
company, partnership, joint venture, trust or other enterprise, against any liability asserted
against him or her and incurred by him or her in such capacity or arising out of the status as
such, whether or not the Company would have the power or be obligated to indemnify him or her
against such liability under the provisions of Section 12.1 of this Operating Agreement or the Act.
(a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the
necessary expenses of liquidation and to the establishment of any cash reserves which the Managers
determine to create for unmatured and/or contingent liabilities or obligations of the Company.
(b) Second, to the Member.
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15.6 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Kentucky without regard to its conflict of laws rules.
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