AMENDED AND RESTATED BYLAWS
UNITED AMERICAN HEALTHCARE CORPORATION
(including all amendments adopted as of October 30, 2008)
The Corporation shall continuously maintain a registered office in Michigan and may have such other office(s) at
such place(s), both within and outside the State of Michigan, as the Board of Directors (the "BOARD") from time
to time determines or as the business of the Corporation from time to time requires.
Meetings of Shareholders
Section 1. Annual Meetings. Subject to the provisions of Section 6(c) of Article IX of these bylaws (the
"BYLAWS"), annual meetings of the Corporation's shareholders ("SHAREHOLDERS") shall be held at such
time and place (within or outside the State of Michigan) as shall be designated from time to time by the Board
and stated in the notice of the meeting. Subject to the Restated Articles of Incorporation of the Corporation (the
"ARTICLES"), at each annual meeting Shareholders shall elect directors to succeed those whose terms expire
and shall transact such other business as may properly be brought before the meeting.
Section 2. Special Meetings. Unless otherwise prescribed by law, the Articles or these Bylaws, special meetings
of Shareholders for any purpose or purposes may be called only by the chairman of the Board, chief executive
officer or president, and shall be called by the chief executive officer or secretary upon the written request of a
majority of the total number of directors of the Corporation. Requests for special meetings shall state the purpose
or purposes of the proposed meeting and shall state that no other business shall be conducted. Special meetings
of Shareholders shall be held at such time and place (within or outside the State of Michigan) as shall be
designated from time to time by the Board and stated in the notice of the meeting. Business transacted at special
meetings shall be confined to the purpose or purposes stated in the notice.
Section 3. Notices o