Exhibit T3A-77
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RESTATED ARTICLES OF INCORPORATION |
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The undersigned certify that:
| 1. | They are the Chief Executive Officer (“CEO”) and Secretary, respectively, of Purple Heart Compassionate, Inc. |
| 2. | The Articles of Incorporation of this corporation are amended and restated to read as follows: |
I.
The name of the corporation is PHC Facilities, Inc.
II.
The purpose of the corporation is to engage in any lawful act 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 by the California Corporations Code.
III.
This corporation is authorized to issue only one class of shares of stock; and the total number of shares, which this corporation is authorized to issue is 10,000.
IV.
The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The corporation is authorized to provide for indemnification of its agents (as defined in Section 317 of the California Corporations Code) for breach of duty of the corporation and its stockholders, through its bylaws, by agreement or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.
V.
The corporation has no members (as defined in Section 5056 of the California Corporations Code) and no outstanding membership interests at the time of filing of these Restated Articles of Incorporation.
| 3. | The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors |
| 4. | No vote of membership is required to approve this amendment of the Articles of Incorporation as the Corporation has no members (as defined in Section 5056 of the California Corporations Code). |
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