Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
EMERITUS CORPORATION
The following Restated Articles of Incorporation are executed by the undersigned, a Washington corporation:
1. The name of the corporation is Emeritus Corporation.
2. The text of the corporation’s Restated Articles of Incorporation is as follows:
ARTICLE 1. NAME
The name of this corporation is Emeritus Corporation.
ARTICLE 2. SHARES
This corporation shall have authority to issue 1,000 shares of Common Stock having a par value of $0.01 per share.
ARTICLE 3. PREEMPTIVE RIGHTS
No preemptive rights shall exist with respect to shares of stock or securities convertible into or exercisable for shares of stock of this corporation.
ARTICLE 4. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation.
ARTICLE 5. DIRECTORS
The number of Directors of this corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the manner provided therein.
ARTICLE 6. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Washington Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of Directors, a Director of this corporation shall not be liable to this corporation or its shareholders for monetary damages for conduct as a Director. Any amendments to or repeal of this Article shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.
ARTICLE 7. SHAREHOLDER APPROVAL BY CONSENT IN LIEU OF MEETING
So long as this corporation is not a public company, corporate action required or permitted to be approved by a shareholder vote at a meeting of shareholders may be taken without a meeting or a vote if the corporate action is approved by a single shareholder consent or multiple counterpart shareholder consents executed by shareholders holding of record, or otherwise entitled to vote, in the aggregate not less than the minimum votes that would be necessary to approve such corporate action at a meeting at which all shares entitled to vote on the corporate action were present and voted.
ARTICLE 8. AUTHORITY TO AMEND ARTICLES OF INCORPORATION
This corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by the Washington Business Corporation Act or by these Articles of Incorporation, and the rights of the shareholders of this corporation are granted subject to this reservation.
Dated: July 31, 2014
| EMERITUS CORPORATION | ||
| By | /s/ Chad C. White | |
Name: Chad C. White Title: Vice President and Secretary | ||
CERTIFICATE ACCOMPANYING
RESTATED ARTICLES OF INCORPORATION
OF
EMERITUS CORPORATION
The Restated Articles of Incorporation do not contain an amendment to the Articles of Incorporation.
Dated: July 31, 2014
| EMERITUS CORPORATION | ||
| By | /s/ Chad C. White | |
| Name: | Chad C. White | |
| Title: | Vice President and Secretary | |
