EXHIBIT 3.47
ARTICLES OF INCORPORATION
OF
FIR LANE TERRANCE CONVALESCENT CENTER, INC.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned,
Roberta L. Goodwin and Marvin H. Goodwin, all natural persons of full legal age,
and citizens of the United States of America, having this day voluntarily
associated ourselves for the purpose of organizing a corporation under the laws
of the State of Washington, do, to that end and for that purpose and object,
make, subscribe and acknowledge these written Articles of Incorporation in
triplicate.
ARTICLE I
The name of this corporation shall be "FIR LANE TERRACE
CONVALESCENT CENTER, INC."
ARTICLE II
The duration of the corporation shall be perpetual.
ARTICLE III
The purposes for which this corporation is formed are as
follows:
1. To engage in the business of operating a convalescent and
nursing home and such other activities as may from time to time be necessary,
convenient or incidental to the business of the corporation.
2. To purchase, lease, hold, mortgage, sell and transfer real
or personal property of all kinds and descriptions.
3. To appoint such officers, agents, servants and employees as
the business of the corporation may from time to time require; to define their
powers, to prescribe their duties; to fix their compensation, and to discharge
them, in accordance with the laws of the State of Washington.
4. To make and use a corporate seal, and to alter the same at
pleasure.
5. To make By-Laws not inconsistent with these Articles, the
laws of the State of Washington or the United States.
6. To have all powers necessary and proper for the management
of property, the regulation of the affairs of this corporation, the transfer of
its stock and for carrying on all kinds of business within the purposes of the
corporation.
7. To act as broker in the purchase or sale of any and all
kinds of personal or real property, including insurance, and to charge for such
services.
8. To construct, purchase, or otherwise acquire; to own, hold,
lease, mortgage, pledge or hypothecate; to sell, assign, manage, conduct,
develop, improve and in every lawful way and manner to deal in and with any and
all kinds of property rights and assets.
9. To apply for, obtain, hold and use any federal, state,
municipal and/or foreign licenses or permits required in connection with the
business of the corporation.
10. To buy, sell, manufacture, produce and dispose of all
kinds of goods, wares, merchandise, commodities and supplies, to generally
engage in and carry on any form of manufacturing, mercantile, contracting or
transportation enterprise necessary, convenient or incidental to the business of
the corporation.
11. To loan money of the corporation and take and hold
security for the same.
12. To borrow money for any of the purposes of the corporation
and to secure the same with bonds or mortgages.
13. To enter into, make, perform and carry out contracts of
every sort and kind with any person, firm, corporation, public, private or
municipal, or body politic, and with the Government of the United States, any
state or territory thereof, or any foreign government.
14. It is intended that the foregoing clauses shall be
considered as powers, as well as the purposes of this corporation, and the
foregoing enumeration of specific powers and purposes shall not be held in any
way to limit or restrict the general powers and privileges which may be
exercised by or under the laws of the State of Washington, particularly those
referred to in Section 23A.08.020, Revised Code of Washington.
ARTICLE IV
The amount of the total authorized capital stock of this
corporation is $50,000.00, divided into Five Thousand Shares of common stock of
the par value of $10.00 for each share of said stock.
ARTICLE V
The voting power of this corporation shall be vested in the
common stock, each share of which shall be entitled to one vote.
ARTICLE VI
The corporation, in conformity with the provisions of Section
23A.12.020, R.C.W., sub-section 8, will not commence business until
consideration of the value of at least $500.00 has been received for the
issuance of shares.
ARTICLE VII
In the event that any stockholder desires to sell his share or
shares of stock, he must first offer them for sale to the remaining stockholder
at the book value thereof, it being the intention hereof to give them a
preference in the purchase of the same, and any attempted sale in
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violation of this provision shall be null and void. A stockholder desiring to
sell his stock shall file notice in writing of his intention to so do with the
Secretary of the corporation, and unless the stock so offered for sale is
purchased by any or all of the other stockholders within 120 days thereafter,
they shall be deemed to have waived their privilege of purchasing the same, and
said stockholder shall be at liberty to sell to any one else.
ARTICLE VIII
The location and the post office address of the registered
office of this corporation in the State of Washington shall be 260 Island Lake
Drive, Shelton, Washington 98584; and the name of its registered agent at said
address is Roberta L. Goodwin.
ARTICLE IX
The initial Board of Directors shall be two in number and the
names and post office addresses of the directors who shall manage its affairs
from the time of incorporation until the first annual meeting on the 15th day of
November, 1979, or until their successors be elected and qualified are as
follows:
NAME ADDRESS
Roberta L. Goodwin 260 Island Lake Drive, Shelton, WA. 98584
Marvin H. Goodwin 260 Island Lake Drive, Shelton, WA 98584
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