EXHIBIT 3.52
AMENDED AND RESTATED BYLAWS
OF
PSYCHIATRIC SOLUTIONS OF CORAL GABLES, INC.
(F/K/A RAMSAY YOUTH SERVICES, INC.)
EFFECTIVE JUNE 30, 2003
WHEREAS, in accordance with Section 2.05 of the Agreement and Plan of
Merger, dated as of April 8, 2003 (the "Agreement"), among Ramsay Youth
Services, Inc., a Delaware corporation (the "Corporation"), Psychiatric
Solutions, Inc., a Delaware corporation ("Purchaser"), and PSI Acquisition Sub,
Inc., a Delaware corporation (the "Merger Subsidiary"), the bylaws of the
Surviving Corporation (as that term is defined in the Agreement), its name
having been changed to PSYCHIATRIC SOLUTIONS OF CORAL GABLES, INC. upon the
filing of a Restated Certificate of Incorporation with the Delaware Secretary of
State on the date hereof, shall be amended to be identical to the bylaws of the
Merger Subsidiary as in effect immediately prior to the Effective Time (as that
term is defined in the Agreement).
NOW, THEREFORE, the bylaws of the Corporation be and hereby are amended
and restated, as of the date first above written, in accordance with the
Agreement, as follows:
1. ANNUAL MEETING OF THE STOCKHOLDERS. The annual meeting of
stockholders for the election of directors and such other purposes as may be set
forth in the notice of meeting shall be held at the time and place, within or
outside the State of Delaware, fixed by the Board of Directors.
2. SPECIAL MEETING OF THE STOCKHOLDERS. Special meetings of the
stockholders may be held at any place within or outside the State of Delaware
upon call of the Board of Directors, the Chairman of the Board of Directors, the
President, or the holders of ten percent of the issued and outstanding shares of
capital stock entitled to vote.
3. TRANSFER OF STOCK. The capital stock of the Corporation shall
be transferred on the books of the Corporation by surrender of properly endorsed
certificates therefor by the holders thereof or their duly authorized
attorneys-in-fact.
4. DIRECTORS. The business of the Corporation shall be managed by
a Board of Directors consisting of not less than two nor more than fifteen
members. The range of size for the Board may be increased or decreased by the
stockholders. Vacancies in the Board of Directors may be filled by a vote of a
majority of the stockholders. Directors may be removed for or without cause by
the stockholders.
5. MEETINGS OF THE BOARD OF DIRECTORS. Regular meetings of the
Board of Directors, if any, may be held without notice of the date, time, place
or purpose of the meeting. Special meetings of the Board of Directors may be
held at any place within or outside the State of Delaware upon call of the
President or any one director, which call shall set forth the date, time and
place of meeting. Written, oral, or any other mode of notice of
the date, time and place of meeting shall be given for special meetings in
sufficient time, which need not exceed two days in advance.
6. OFFICERS. The Board of Directors shall elect a President and
Secretary, and such other officers as it may deem appropriate. The President,
Secretary, and any other officer so appointed by the Board of Directors are
authorized to execute certificates representing shares of the Corporation's
capital stock. Persons may hold more than one office. Officers shall have the
authority and responsibilities given them by the Board of Directors, and each
officer shall hold office until his successor is elected and qualified, unless a
different term is specified by the Board of Directors.
7. AMENDMENT OF BYLAWS. The Bylaws of the Corporation may be
amended or repealed, and additional Bylaws may be adopted, by action of the
Board of Directors or of the stockholders, but any Bylaws adopted by the Board
of Directors may be amended or repealed by the stockholders.
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