Exhibit 3.3
FILED
In the office of the Secretary of State
of the State of California
AMENDED AND RESTATED MAY 15 1991
ARTICLES OF INCORPORATION
OF
SUMMIT CARE CORPORATION /s/ March Fong Eu
----------------------- MARCH FONG EU,
Secretary of State
William C. Scott and Frank S. Osen certify that:
1. They are the President and the Secretary, respectively, of Summit
Care Corporation, a California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read in their entirety as follows:
One: The name of this corporation is Summit Care Corporation.
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Two: The purpose of this corporation is to engage in any lawful act
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or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated under the California Corporations Code.
Three: This corporation is authorized to issue two classes of shares
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designated, respectively, "Common Stock" and "Preferred Stock." The number
of shares of Common Stock is 100,000,000 and the number of shares of
Preferred Stock is 2,000,000.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares of
any series of Preferred Stock and to determine the designation of any such
series. The Board of Directors is also authorized to determine or alter the
rights, preferences, privileges, voting and other powers, and restrictions
granted to or imposed upon any wholly unissued series or Preferred Stock
and, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of
shares constituting any series, to increase or decrease (but not below the
number of shares of any such series then outstanding) the number of shares
of any such series subsequent to the issue of shares of that series.
Upon the amendment and restatement of this Article Three to read as
set forth herein, each issued and outstanding share of the corporation
shall be reclassified and converted into and become 2,500 shares of Common
Stock of this corporation.
Four: The liability of the directors of the corporation for
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monetary damages shall be eliminated to the fullest extent permissible
under California law.
Five: The corporation is authorized to provide indemnification
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of agents (as defined in Section 317 of the General Corporation Law of
California) for breach of duty to the corporation and its shareholders
through bylaw provisions or through agreements with the agents, or
otherwise, in excess of the indemnification otherwise permitted by Section
317 of the General Corporation Law of California, subject to any
limitations on indemnification under the General Corporation Law of
California which cannot be waived.
Six: The number of directors of the corporation shall be six.
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The following provisions shall become effective only when the corporation
becomes a listed corporation within the meaning of Section 301.5 of the
California Corporations Code. The Board of Directors shall be divided into
two classes to serve for terms of two years, with one-half of the directors
(or as close an approximation as possible) to be elected at each annual
meeting of shareholders. In addition, cumulative voting shall be
eliminated.
3. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the Board of Directors.
4. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the California Corporations Code. The total
number of outstanding shares of this corporation is 1,000. The number of shares
voting in
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favor of the amendment and the restatement equaled or exceeded the vote
required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true are true and
correct of our own knowledge.
Date: May 15, 1991
/s/ William C. Scott
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William C. Scott, President
/s/ Frank S. Osen
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Frank S. Osen, Secretary
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A404444
F I L E D
In the office of the
Secretary of State of
CERTIFICATE OF AMENDMENT the State of California
TO
ARTICLES OF INCORPORATION JUN 13 1991
OF
SUMMIT CARE CORPORATION MARCH FONG EU, SECRETARY
----------------------- OF STATE
Melodye Stok and Frank S. Osen certify that:
1. They are the Vice President-Finance and the Secretary, respectively,
of Summit Care Corporation, a California corporation.
2. That Article Three of the Articles of Incorporation of this
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corporation is amended to read in its entirety as follows:
Three: This corporation is authorized to issue two classes of shares
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designated, respectively, "Common Stock" and "Preferred Stock." The number
of shares of Common Stock is 100,000,000 and the number of shares of
Preferred Stock is 2,000,000.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares of
any series of Preferred Stock and to determine the designation of any such
series. The Board of Directors is also authorized to determine or alter the
rights, preferences, privileges, voting and other powers and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock
and, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of
shares constituting any series, to increase or decrease (but not below the
number of shares of any such series then outstanding) the number of shares
of any such series subsequent to the issue of shares of that series.
Upon the amendment of this Article Three to read as set forth herein,
each issued and outstanding share of the corporation shall be reclassified
and converted into and become 1.08 shares of Common Stock of this
corporation.
3. The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code. The total number of outstanding shares of
this corporation is 2,500,000. The number of shares voting in favor of the
amendment and the restatement equaled or exceeded the vote required. The
percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.
Date: June 6, 1991
/s/ Melodye Stok
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Melodye Stok, Vice President-Finance
/s/ Frank S. Osen
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Frank S. Osen, Secretary
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