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Exhibit 3.4
CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED BY-
LAWS OF BALANCED CARE CORPORATION
Balanced Care Corporation, a Delaware corporation (the "Company"), does
HEREBY CERTIFY:
FIRST: Pursuant to Section 9.5 of the Amended and Restated By-Laws of
the Company adopted September 26, 1997 (the "Existing By-Laws"), the Existing
By-Laws may be amended, altered or repealed and new by-laws may be adopted at
any meeting of the Board of Directors of the Company.
SECOND: The Board of Directors of the Company has determined it
advisable to amend Section 3.6 of the Existing By-Laws to ensure that the
provisions are consistent with the Company's Certificate of Incorporation.
THIRD: At a regular meeting of the Board of Directors held on August
17, 2000, the Board duly adopted resolutions setting forth the proposed
amendment to Section 3.6 of the Existing By-Laws. The Resolution setting forth
the proposed amendment is as follows:
RESOLVED, that the Board of Directors of the Company declares it
advisable and proposes that Section 3.6 of the Existing By-Laws be amended
to read in its entirety as follows:
"SECTION 3.6 Resignation, Removal and Vacancies. Any
director may resign at any time by giving written
notice of his resignation to the President or the
Secretary.
Any such resignation shall take effect at the time
specified therein or when delivered to the President
or Secretary, as the Board shall determine.
A director may be removed only for cause by the vote
of the holders of record of a majority in voting
interest of shares then entitled to vote at an
election of such director at a duly constituted
meeting of stockholders. Subject to the Certificate
of
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Incorporation, the vacancy in the Board caused by any
such removal may be filled by the stockholders at
such meeting or, if not so filled, then by the Board
as provided in the next paragraph of these By-laws.
Any director may also be removed at any time for
cause by a vote of a majority of the whole Board.
Subject to the Certificate of Incorporation, in case
of any vacancy on the Board or in case of any newly
created directorship, a majority of the directors of
the Corporation then in office, though less than a
quorum, or the sole remaining director may elect a
director to fill the vacancy or the newly created
directorship for the unexpired portion of the term
being filled. The director elected to fill such
vacancy shall hold office for the unexpired term in
respect of which such vacancy occurred."
FOURTH: The foregoing amendment was duly adopted in accordance with the
provisions of the Existing By-Laws of the Company, as amended hereby, and the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by Robin L. Barber, its duly authorized officer, on this 17th day of
August, 2000.
BALANCED CARE CORPORATION
By:/s/Robin L. Barber
Robin L. Barber
Senior Vice President and
Legal Counsel;
Assistant Secretary
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