Exhibit 3.5
NAME CHG. TO: SUMMIT CARE - CALIFORNIA, INC.
443151
FILED
A276830 In the office of the
Secretary of State of
the State of California
JAN 27 1984
RESTATED MARCH EU,
Secretary of State
ARTICLES OF INCORPORATION /s/ James E. Harris
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Deputy
THOMAS KONIG and DOROTHY CRAWFORD certify that:
1. They are the President and the Secretary, respectively, of
Fountain Convalescent Hospital, Inc., a California corporation.
2. The articles of incorporation of this corporation are amended and
restated to read in full as follows:
One: The name of this corporation is:
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Summit Care - California, Inc.
Two: The purpose of this corporation is to engage in any lawful act or
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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 by the California
Corporations Code.
Three: This corporation is authorized to issue only one class of
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shares of stock. The total number of such
authorized shares shall be twenty-five thousand (25,000); each of such shares
shall have a par value of One Dollar ($1.00); and the aggregate par value of all
such shares shall be Twenty-five Thousand Dollars ($25,000).
Four: This corporation elects to be governed by all of the provisions
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of Division 1 of Title 1 of the California corporations Code (as amended by act
of the California Legislature, 1975-1976 regular session, effective January 1,
1977, as defined in Section 2300 of the California General Corporation Law), as
amended from time to time, not otherwise applicable to this corporation under
Chapter 23 of said Division 1.
3. The foregoing amendment and restatement of articles of
incorporation has been duly approved by the board of directors.
4. The foregoing amendment and restatement of articles of
incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the Corporations Code. The total number of
outstanding shares of the corporation is 1,798.64. The number of shares
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voting in favor of the amendment 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.
DATED: January 3, 1984
/s/ Thomas Konig
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Thomas Konig, President
/s/ Dorothy Crawford
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Dorothy Crawford, Secretary
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[LOGO OF SUMMIT CARE CORPORATION APPEARS HERE]
January 9, 1984
Secretary of State
State of California
Suite 4001
107 South Broadway
Los Angeles, CA 90012
Gentlemen:
The undersigned, a California Corporation, hereby consents to use the name
Summit Care-California, Inc. as a Corporate name and agrees and acknowledges
that such name is not confusingly similar to the name Summit Care Corporation.
Very truly yours,
SUMMIT CARE CORPORATION
/s/ Thomas Konig
Thomas Konig, President
and Chief Operating Officer
TK/he