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EXHIBIT 3.7
CERTIFICATE OF OWNERSHIP
MERGING
STERLING HOUSE CORPORATION
INTO
ALTERRA HEALTHCARE CORPORATION
(Pursuant to Section 253 of the General
Corporation Law of Delaware and Section 17-6703
of the Kansas General Corporation Code)
ALTERRA HEALTHCARE CORPORATION ("Alterra"), a corporation incorporated
on the 13th day of December, 1993, pursuant to the provisions of the General
Corporation Law of the State of Delaware does hereby certify that it owns all of
the capital stock of Sterling House Corporation ("Sterling House"), a
corporation incorporated under the laws of the State of Kansas, and that
Alterra, by a resolution of its board of directors duly adopted at a meeting
held on the 11th day of November 1999, determined to and did merge into itself
Sterling House to be effective as of December 31, 1999 which resolution is in
the following words to wit:
WHEREAS, Alterra lawfully owns all the outstanding capital
stock of Sterling House Corporation, a corporation organized and
existing under the laws of the State of Kansas ("Sterling House"); and
WHEREAS, Alterra desires to merge into itself Sterling House
and to thereupon be possessed of all the estate, property, rights,
privileges and franchises of Sterling House.
NOW, THEREFORE, BE IT RESOLVED, that, effective as of December
31, 1999, Alterra merge into itself and it does hereby merge into
itself Sterling House and assumes all of the liabilities and
obligations of Sterling House;
FURTHER RESOLVED, that Alterra does hereby agree that it may
be served with process in the State of Kansas in any proceeding for
enforcement of any obligation of Sterling House or Alterra arising from
the merger contemplated hereby, and Alterra does hereby irrevocably
appoint the Secretary of State of the State of Kansas as its
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agent to accept service of process in any such suit or proceeding and
directs that a copy of such process be mailed to Alterra at the
following address:
Alterra Healthcare Corporation
450 N. Sunnyslope Road
Suite 300
Brookfield, Wisconsin 53005
Attention: Chief Executive Officer
FURTHER RESOLVED, that the President, any Senior Vice
President, the Secretary and any Assistant Secretary (the "Authorized
Officers") of Alterra be, and each of them hereby is, directed to make
and execute, under the corporate seal of Alterra, a certificate of
ownership setting forth a copy of the resolution to merge Sterling
House and assume its liabilities and obligations, and the date of
adoption thereof, and to file the same in the offices of the Secretary
of State of the State of Delaware and the Secretary of State of the
State of Kansas, and a certified copy thereof in the office of the
Recorder of Deeds of New Castle County; and
FURTHER RESOLVED, that the Authorized Officers are, and each
of them is, duly authorized and empowered to take all action and to
execute and deliver and to file or record, as the case may be, any and
all such documents, agreements, instruments, certificates or
instructions as they, or any of them, may deem necessary or advisable
in order to carry into effect the purposes and intent of the foregoing
resolutions or the transactions contemplated therein or thereby, as
shall be evidenced conclusively by the taking of such actions or the
execution and delivery and the filing and recording, as the case may
be, of such documents, agreements, instruments, certificates or
instructions by said Authorized Officer or Officers.
IN WITNESS WHEREOF, Alterra has caused this Certificate of Ownership to
be signed by its duly authorized officer, the 29th day of December, 1999.
By: /s/ Mark W. Ohlendorf
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Its: Senior Vice President and Asst. Secretary
Attest:
/s/ Thomas E. Komula
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Senior Vice President and Secretary