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Providence Service Corporation Announces Bylaw Amendments to Improve Corporate Governance
Date:2/24/2009

Urges Avalon to Now Withdraw its Disruptive and Expensive Consent Solicitation

TUCSON, Ariz., Feb. 24 /PRNewswire-FirstCall/ -- The Providence Service Corporation (Nasdaq: PRSC) today announced that its Board of Directors has unanimously approved amendments to its Amended and Restated Bylaws to implement various enhancements to the Company's corporate governance practices. The specific corporate governance enhancements unanimously approved by Providence's Board of Directors include bylaw amendments to adopt and implement a majority standard for the election of directors in uncontested elections, bylaw amendments to make it easier for stockholders to call a special meeting of stockholders, and bylaw amendments that make it easier for stockholders to nominate candidates for election at the Company's annual meetings.

"Since earlier this month, Avalon Correctional Services has been attempting, through its consent solicitation, to amend our bylaws in an attempt to portray themselves as being concerned with our corporate governance. Though we are troubled with Avalon's underlying motives in seeking these bylaw amendments given their historical approach to corporate governance at their company and our discussions with them late last year, our Board is committed to adopting best practices in corporate governance irrespective of how those best practices come to our attention. While we do not, in principle, have issues with some of the bylaw amendments being sought by Avalon, we strongly object to others that would eliminate our ability to (i) obtain necessary and relevant information regarding a candidate's background and qualifications, (ii) have the candidate confirm that he or she is not a party to any agreements that would interfere with the ability of such candidate, if elected as a director, to comply with their fiduciary
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