Exhibit 3.17
---------------------------
FILED
In the Office of the
Secretary of State of Texas
JUL 03 1997
Corporations Section
---------------------------
ARTICLES OF INCORPORATION
OF
SUMMIT CARE MANAGEMENT TEXAS, INC.
ARTICLE ONE
The name of the corporation is Summit Care Management Texas, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is the transaction of any or
all lawful business for which a corporation may be incorporated under the Texas
Business Corporation Act.
ARTICLE FOUR
The corporation is authorized to issue 1,000 shares of its common stock, par
value of $.01 per share. 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 paid, labor done or property
actually received.
ARTICLE FIVE
The number of directors constituting the initial Board of Directors is three and
hereafter the number of directors shall be fixed by the Bylaws. The names and
addresses of the persons who are to serve as directors until the first annual
meeting of the shareholders, or until their successors are elected and
qualified, are:
Name Address
---- -------
William C. Scott 2600 West Magnolia Blvd.
Burbank, CA 91505
Derwin Williams 2600 West Magnolia Blvd.
Burbank, CA 91505
David G. Schumacher 2600 West Magnolia Blvd.
Burbank, CA 91505
ARTICLE SIX
The Board of Directors may, in its discretion, issue from time to time
authorized but unissued shares or treasury shares of the corporation to such
person or persons, and for such consideration, as the Board of Directors may
determine. Shareholders shall have no preemptive rights to subscribe for or buy
unissued or treasury shares of the corporation now or hereafter authorized.
Cumulative voting of shares in the election of directors is hereby prohibited.
The power to alter, amend or repeal the corporation's Bylaws and to adopt new
Bylaws shall be vested in the Board of Directors, subject to repeal or change by
action of the shareholders.
ARTICLE SEVEN
No director of the corporation shall be liable to the corporation or its
shareholders for monetary damages for an act or omission in such director's
capacity as a director, except for liability resulting from:
(1) a breach of the director's duty of loyalty to the corporation or its
shareholders;
(2) an act or omission not in good faith that constitutes a breach of duty
of the director to the corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;
(3) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of the director's office; or
(4) an act or omission for which the liability of a director is expressly
provided by an applicable statute.
Any amendment, repeal or modification of the foregoing provision shall not
adversely affect any limitation on the liability of any director of the
corporation existing or prior to the time of such amendment, repeal or
modification.
ARTICLE EIGHT
The street address of the corporation's initial registered office is 13300 Old
Blanco Road, Suite 150, San Antonio, Texas 78216, and the name of its registered
agent at such address is Robert Gundling.
2
ARTICLE NINE
The name and address of the incorporator is: Steven D. Moore, 100 Congress
Avenue, Suite 1100, Austin, Texas 78701.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of July, 1997.
/s/ Steven D. Moore, Incorporator
---------------------------------------
Steven D. Moore, Incorporator
3
SECRETARY OF STATE OF TEXAS
CORPORATIONS DIVISION
P.O. BOX 13697
AUSTIN, TEXAS 78711
DEAR SECRETARY OF STATE OF TEXAS:
THE PURPOSE OF THIS LETTER IS TO CONFIRM THAT THE BUSINESS DESIRING TO FORM A
LIMITED PARTNERSHIP UNDER, AND/OR USE, THE NAME "SUMMIT CARE TEXAS, L.P." HAS
OUR CONSENT AND PERMISSION TO USE SUCH NAME FOR ITS LIMITED PARTNERSHIP AND THE
BUSINESS DESIRING TO FORM A TEXAS CORPORATION USING THE NAME "SUMMIT CARE
MANAGEMENT TEXAS, INC." HAS OUR CONSENT AND PERMISSION TO USE SUCH NAME FOR ITS
CORPORATION.
DATED: July 2, 1997
SUMMIT CARE TEXAS NO. 2, INC. SUMMIT CARE MANAGEMENT TEXAS, INC.,
A TEXAS CORPORATION A TEXAS CORPORATION
By: /s/ John Farber By: /s/ John Farber
------------------------- ---------------------------
Secretary, OFFICER Secretary, OFFICER
--------- ---------
SUMMIT, CARE TEXAS NO. 3, INC. SUMMIT CARE CORPORATION, INC.,
A TEXAS CORPORATION A CALIFORNIA CORPORATION
By: /s/ John Farber By: /s/ John Farber
------------------------- ---------------------------
Secretary, OFFICER Secretary, OFFICER
--------- ---------