Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Brookdale Senior Living Inc. | form8-k.htm |
| EX-3.2 - AMENDED AND RESTATED BYLAWS - Brookdale Senior Living Inc. | exhibit3_2.htm |
EXHIBIT
3.1
CERTIFICATE
OF AMENDMENT
TO
THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BROOKDALE
SENIOR LIVING INC.
|
Pursuant
to Section 242
of
the General Corporation Law
of
the State of Delaware
|
Brookdale Senior Living Inc., a
corporation organized and existing under the laws of the State of Delaware (the
“Corporation”),
does hereby certify as follows:
FIRST: The first
sentence of Article Twelve of the Corporation’s Amended and Restated Certificate
of Incorporation, as amended to date, is hereby amended to read in its entirety
as set forth below:
“The number of directors which
constitute the whole Board of Directors shall be not less than three (3) or more
than nine (9).”
SECOND: The
foregoing amendment has been duly adopted in accordance with Section 228 and
Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment to be executed in its
corporate name by the undersigned duly authorized officer as of this 12th day
of January, 2010.
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By:
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/s/
T. Andrew Smith
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Name:
|
T.
Andrew Smith
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Title:
|
Executive
Vice President, General
Counsel
and Secretary
|
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