Exhibit 3.15
ARTICLES OF INCORPORATION
OF
SUMMIT CARE-TEXAS NO. 3, INC.
*****
We, the undersigned natural persons of the age of eighteen years or more,
acting as incorporators of a corporation under the Texas Business Corporation
Act, do hereby adopt the following Articles of Incorporation for such
corporation:
ARTICLE ONE
The name of the corporation is SUMMIT CARE-TEXAS NO. 3, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized are:
To engage in the transaction of any or all lawful business for which
corporations may be incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority
to issue is One Thousand (1,000) without par value.
ARTICLE FIVE
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000), consisting of money, labor done or property actually received, which
sum is not less than One Thousand Dollars ($1,000).
ARTICLE SIX
The street address of its initial registered office is c/o C T Corporation
System, 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial
registered agent at such address is:
C T CORPORATION SYSTEM.
ARTICLE SEVEN
The number of directors of the corporation may be fixed by the by-laws.
The number of directors constituting the initial board of directors is
Three (3), and the name and address of each person who is to serve as director
until the first annual meeting of the shareholders or until a successor is
elected and qualified are:
NAME ADDRESS
---- -------
Donald J. Amaral 2600 W. Magnolia Blvd.
Burbank, CA. 91507-2100
Frank S. Osen 2600 W. Magnolia Blvd.
Burbank, CA. 91507-2100
William C. Scott 2600 W. Magnolia Blvd.
Burbank, CA. 91507-2100
ARTICLE EIGHT
The names and addresses of the incorporators are:
NAMES ADDRESSES
----- ---------
T. Cofer 818 W. Seventh St.
Los Angeles, CA. 90017
D. Farber 818 W. Seventh St.
Los Angeles, CA. 90117
T. Totaro 818 W. Seventh St.
Los Angeles, CA. 90017
IN WITNESS WHEREOF, we have hereunto set our hands, this 27th
day of August, 1993.
/s/ T. Cofer
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T. Cofer Incorporator
/s/ D. Farber
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D. Farber, Incorporator
/s/ T. Totaro
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T. Totaro, Incorporator
STATE OF Los Angeles )
) ss:
COUNTY OF California )
I, Danilo A. Tiu, a notary public, do hereby certify that on
this 27th day of August, 1994, personally appeared before me, T. Cofer, D.
Farber, and T. Totaro, who each being by me first duly sworn, severally declared
that they are the persons who signed the foregoing documents as incorporators,
and that the statements therein contained are true.
[OFFICIAL NOTARY SEAL OF /s/ Danilo Tiu
DANILO A. TIU -------------------------------
NOTARY PUBLIC APPEARS HERE] Notary Public
[LETTERHEAD OF SUMMIT CARE CORPORATION APPEARS HERE]
CONSENT TO USE OF NAME
Summit Care-Texas No. 2, Inc., a corporation organized under the laws of
the State of Texas, hereby consents to the organization of Summit Care-Texas No.
3, Inc. in the State of Texas.
IN WITNESS WHEREOF, the said Summit Care-Texas No. 2, Inc. has caused this
consent to be executed by its Vice President and attested under its corporate
seal by its secretary, this 27th day of August, 1993.
SUMMIT CARE-TEXAS NO. 2, INC.
By: /s/ Melodye Stok
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Melodye Stok
Its: Vice President
Attest:
/s/ Frank S. Osen
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Frank S. Osen
Its: Secretary
FILED
in the Office of the
Secretary of State of Texas
FEB 28 1994
Corporations Section
ASSUMED NAME CERTIFICATE
FOR AN INCORPORATED BUSINESS
1. The assumed name under which the business or professional service is to be
conducted or rendered is The Woodlands Health Care Center.
2. The name of the incorporated business or profession as stated in its
Articles of Incorporation or comparable document is Summit Care Texas No. 3,
Inc.
3. The state, country, or other jurisdiction under the laws of which it was
incorporated is Texas, and the address of its registered or similar office in
that jurisdiction is 350 N. St. Paul Street, Dallas, Texas 75201.
4. The period, not to exceed ten years, during which the assumed name will be
used is February 28, 1994 through February 27, 2004.
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5. The corporation is a (circle one): [business corporation], non-profit
********************
corporation, professional corporation, professional association or other
incorporated business or professional (please specify) .
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6. If the corporation is required to maintain a registered office in Texas, the
address of the registered office is 350 N. St. Paul Street, Dallas, Texas 75201
and the name of its registered agent at such address is C. T. Corporation
System. The address of the principal office (if not the same as the registered
office) is 2600 W. Magnolia, Burbank, California 91505.
7. If the corporation is not required to or does not maintain a registered
office in Texas, the office address in Texas is N/A and if the corporation
is not incorporated, organized or associated under the laws of Texas, the
address of its place of business in Texas is N/A and its office address
elsewhere is N/A.
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (If applicable, you
may use the designation "ALL" or "ALL EXCEPT"): Montgomery
/s/ Frank Osen
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Frank Osen, Vice President and Secretary
Before me on this 24th day of February, 1994, personally appeared Frank Osen
and acknowledged to me that he executed the foregoing certificate for the
purposes therein expressed.
(Notary Seal) /s/ Robbie Fasching
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Notary Public in and for the
State of California
My Commission Expires: April 23, 1996
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[SEAL OF ROBBIE FASCHING,
NOTARY PUBLIC
APPEARS HERE]