8-K: Current report filing
Published on January 17, 2007
FIRST
AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF
OMEGA
HEALTHCARE INVESTORS, INC.
January
16, 2007
THIS
FIRST AMENDMENT to the AMENDED AND RESTATED BYLAWS OF OMEGA HEALTHCARE
INVESTORS, INC. (this “Amendment”) is made as of the date hereof by Omega
Healthcare Investors, Inc. (the “Company”).
WHEREAS,
the Securities and Exchange Commission approved rule filings by the New York
Stock Exchange, which will require all listed issuers to be eligible for
Depository Trust Company’s Direct Registration System (“DRS”); and
WHEREAS,
the Board of Directors believes it is in the best interests of the Company
to
amend its Bylaws to authorize the issuance of uncertificated shares of some
or
all of its capital stock to permit the Company to convert to electronic
book-entry issuance of its common stock.
NOW,
THEREFORE, BE IT RESOLVED, that Section 1 of Article VII of the Bylaws shall
be
replaced in its entirety by the following:
Section
1. Certificates of Stock. Shares of the corporation’s capital stock may be
certificated or uncertificated. Owners of shares of the corporation’s capital
stock shall be recorded in the share transfer records of the corporation and
ownership of such shares shall be evidenced by a certificate or book entry
notation in the share transfer records of the corporation. Any certificates
representing such shares shall be numbered and signed by a member of the Board
of Directors, the Chief Executive Officer, the President or a Vice President,
and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer and shall certify to the number of shares owned by the respective
stockholder of the corporation. Whenever any certificate is countersigned,
or
otherwise authenticated by a transfer agent or registrar, the signatures of
such
Director, Chief Executive Officer, President, Vice President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer may be
facsimiles.
In
case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate
is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issue.
Except
as
specifically amended hereby, the Bylaws shall remain in force and effect as
of
the date they were first executed.
OMEGA
HEALTHCARE INVESTORS, INC.
By: /s/
C.
Taylor Pickett
Name: C.
Taylor
Pickett
Title: Chief
Executive Officer