EXHIBIT 3.35
CERTIFICATE OF INCORPORATION
OF
EXTENDICARE GREAT TRAIL, INC.
1. The name of the corporation is:
EXTENDICARE GREAT TRAIL, INC.
2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
of such shares is One Dollar and No Cents ($1.00) amounting in the aggregate to
One Thousand Dollars and No Cents ($1,000.00).
5. The board of directors is authorized to make, alter or
repeal the by-laws of the corporation. Election of directors need not be by
written ballot.
6. The name and mailing address of the incorporator is:
M.C. Kinnamon
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
7. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
directors duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit.
8. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
9.1. The Corporation shall be a "sole asset entity" as
required by the Secretary of Housing and Urban Development, whose sole asset
shall be Great Trail Care Center located at 400 Carolyn Court, Minerva, Carroll
County, Ohio ("Project").
9.2. The Corporation shall not be voluntarily dissolved prior
to December 31, 2046.
9.3. Notwithstanding anything else to the contrary stated in
the Articles of Incorporation, the Corporation shall not indemnify any Person
except to the extent mandated by state law and/or to the extent that such
indemnification is limited to liability insurance coverage or distribution
approved by HUD from residual receipts or surplus cash.
9.4 Notwithstanding any other provision in the Articles of
Incorporation to the contrary, as long as the Secretary of the Department of
Housing and Urban Development ("Secretary) or the Secretary's successors or
assigns is the insurer or holder of the note secured by the mortgage on the
Project. No amendment to the Articles of Incorporation that result in any of the
following will have any force or effect without the prior written consent of the
Secretary:
(a) Any amendment that modifies the term of the Corporations
existence;
(b) Any amendment that activates the requirement that a HUD
Previous Participation Certification be obtained from any additional Shareholder
or other Person;
(c) Any amendment that in any way affects the note, mortgage,
or security agreement on the Project or the Regulatory Agreement between HUD and
the Corporation (the "Regulatory Agreement');
(d) Any amendment that would authorize any Person other than
the previously authorized Officers to bind the Corporation for all matters
concerning the Project with required HUD's consent or approval;
(e) A change in the voting control of the Shareholder(s) of
the Corporation;
(f) Any change in the guarantor(s) of any obligation to the
Secretary; or
(g) Any amendment to these Articles of Incorporation.
9.5. Authority of Corporation. The Corporation is authorized
to execute a note, mortgage and security agreement in order to secure a loan to
be insured by the Secretary and to execute the Regulatory Agreement and other
documents required in connection with the HUD-insured loan.
9.6. Issuance of New Shares. No shares shall be issued with at
least a 25% voting control unless the holder of such shares shall meet the
applicable requirements for HUD previous participation clearance. Any such new
Shareholder shall, as a condition of receiving an interest in the Corporation,
agree to be bound by the note, mortgage, security agreement, the Regulatory
Agreement and any other documents required in connection with the HUD-insured
loan to the same extent and on the same terms as the other Shareholders.
9.7. Transfers Upon Dissolution. Notwithstanding any other
provisions of these Articles of Incorporation, upon any dissolution, no title,
or right to possession and control
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of the Project, and not right to collect the rents from the Project, shall pass
to any Person who is not bound by the Regulatory Agreement in a manner
satisfactory to the Secretary.
9.8. Conflicts With Note or Regulatory Agreement.
Notwithstanding any other provisions of the Articles of Incorporation, if any of
the provisions of the organizational documents conflict with the terms of the
note, mortgage, deed of trust or security deed, security agreement, HUD
Regulatory Agreement or other documents that may be required by HUD (the "HUD
Loan Documents"), the provisions of the HUD Loan Documents shall control.
9.9. No Voluntary Dissolution. So long as the Secretary's
successors or assigns is the insurer or holder of the note on the Project, the
Corporation may not voluntarily be dissolved or disassociated or changed to
another type of entity without the prior written approval of the Secretary, and
any Shareholder may not be voluntarily changed to a limited liability company or
partnership.
9.10. Personal Liability. The Shareholder(s), and any assignee
of a Shareholder, agree to be liable in their individual capacities to HUD with
respect to the following matters:
(a) For funds or property of the Project coming into their
hands, which by the provisions of the Regulatory Agreement, they are not
entitled to retain; and
(b) For their own acts and deeds, or acts and deeds of others
which they have authorized, in violation of the provisions of the Regulatory
Agreement.
(c) For their acts which violate statutes governing the
conduct of owners of multifamily projects with FHA-insured mortgages.
9.11. Corporation Representatives. Each Officer is authorized
to represent and bind the Corporation with respect to all matters concerning the
Project which require the consent or approval of the Secretary. The signature of
any one Officer shall bind the Corporation in all such matters. If the
Corporation representatives under this article XIII are changed at any time, the
Corporation shall provide the Secretary with written notification of the name,
address and telephone number of the new representative(s) within three (3)
business days of such change.
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