AMENDED AND RESTATED BYLAWS
SUNRISE ASSISTED LIVING, INC.
The initial registered office of the Corporation shall be in Wilmington, Delaware, and the initial registered agent in
charge thereof shall be Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.
The Corporation may also have offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine or as may be necessary or useful in connection with the
business of the Corporation.
MEETINGS OF STOCKHOLDERS
PLACE OF MEETINGS
All meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of
Directors, the Chairman of the Board or the President.
The Corporation shall hold annual meetings of stockholders, commencing with the year 1995, on such date and
at such time as shall be designated from time to time by the Board of Directors, the Chairman of the Board or the
President, at which stockholders shall elect successors to that class of directors whose terms shall have expired
and transact such other business as may properly be brought before the meeting.
Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may
be called by the Board of Directors, the Chairman of the Board or the President of the Corporation, and shall be
called by the President or the Secretary of the Corporation at the request in writing of stockholders possessing at
least 25 percent of the voting power of the issued and outstanding voting stock of the Corporation entitled to vote
generally for the election of directors. Such request shall include a statement of the purpose or purposes of the
NOTICE OF MEETINGS
Notice of any meeting of stockholders, stating the place, date and hour of the meeting, and (if it is a special
meeting) the purpose or purposes for which the meeting is