QuickLinks -- Click here to rapidly navigate through this document
Exhibit 3.38
Office of the Secretary of State/Corporations Division
For Profit Articles of Incorporation
We, the undersigned incorporators, hereby associate ourselves together to form and establish a corporation FOR profit under the laws of the State of Kansas.
| Article One: Name of the corporation | ||
OHI (KANSAS), INC. | ||
| DO NOT WRITE IN THIS SPACE | ||
Article Two: Address of registered office in Kansas | c/o THE CORPORATION COMPANY, INC. 515 SO. KANSAS AVENUE, |
TOPEKA | SHAWNEE, | 66603 | ||
| (City) | (County) | (Zip Code) | ||
Name of resident agent at above address | THE CORPORATION COMPANY, INC. |
Article Three: Nature of corporation business or purposes to be conducted or promoted is | |
To engage in any lawful act or activity for which corporations may be organized under the | |
General Corporation Code of the State of Kansas | |
Article Four: Total number of shares that this corporation shall be authorized to issue | |
| shares of | stock, class | par value of | dollars each | |||||||||||
| shares of | stock, class | par value of | dollars each | |||||||||||
| 1,000 | shares of | Common | stock, class | without nominal or par value | ||||||||||
| shares of | stock, class | without nominal or par value | ||||||||||||
If applicable, state any designations, powers, preferences, rights, qualifications, limitations or restrictions applicable to any class of stock or any special grant of authority to be given, to the board of directors
| See attached rider | ||
Article Five: Name and mailing address of each incorporator
Michael R. Dalida | 30600 Telegraph Rd., Bingham Farms, MI 48025 | |
Article Six: Name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified is
Essel W. Bailey, Jr., | 905 W Eisenhower | |
| Suite 110 | ||
| Ann Arbor, MI 48103 | ||
Article Seven: Is the corporation to exist perpetually? Yes ý No o
Ifno, the term for which this corporation is to exist is |
In testimony whereof, we have hereunto subscribed our names the 9th day of Sept., A.D. 1994.
Signatures must correspond exactly to the names of the incorporators listed in Article Six.
/s/ MICHAEL R. DALIDA | ||||
| State of | Michigan | |||
| ss | ||||
| County of | Oakland | |||
Before me, a notary public in and for said county and state, personally appeared | ||||
Michael R. Dalida | ||||
who are known to me to be the same persons who executed the foregoing Articles of Incorporation and duly acknowledged the execution of the same. In witness whereof I have hereunto subscribed my name and affixed my official seal, this 9th day of Sept., A.D. 1994.
| (Seal) | ||
| Notary Public |
My appointment or commission expires 05-21-97.
Submit document in duplicate
with $75 filing fee to:
Corporations Division
Office of the Secretary of State,
2nd Floor, State capitol, Topeka, KS 66612-1594
No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the provisions of K.S.A. 17-6424 and any amendments thereto, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the date when such provision becomes effective.
Office of the Secretary of State/Corporations Division For Profit Articles of Incorporation
ARTICLE FOUR