EXHIBIT 3.4
Articles of Amendment
to the Amended and Restated Articles of Incorporation
of CNL Health Care Properties, Inc.
<PAGE>
ARTICLES OF AMENDMENT
TO
THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CNL HEALTH CARE PROPERTIES, INC.
CNL Health Care Properties, Inc., a Maryland corporation
having its principal office in Maryland in Baltimore City, Maryland (hereinafter
called the "corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") are hereby amended by striking out ARTICLE 5,
SECTION 5.4(xvii)
The Company shall not make loans to the Advisor or its
Affiliates.
and inserting in lieu thereof the following:
The Company shall not make loans to the Advisor or its
Affiliates, except as provided under Section 6.4(ii).
SECOND: The Articles of Incorporation are hereby amended by
striking out ARTICLE 6, SECTION 6.4(ii)
The Company will not make any loans to Affiliates. Any loans
to the Company by the Advisor or its Affiliates must be approved by a majority
of the Directors (including a majority of Independent Directors) not otherwise
interested in such transaction as fair, competitive, and commercially
reasonable, and no less favorable to the Company than comparable loans between
unaffiliated parties.
and inserting in lieu thereof the following:
The Company shall not make loans to the Sponsor, Advisor,
Directors or any Affiliates thereof, except (A) as provided under Section
5.4(iii), or (B) to wholly owned subsidiaries of the Company. Any loans to the
Company by the Advisor or its Affiliates must be approved by a majority of the
Directors (including a majority of Independent Directors) not otherwise
interested in such transaction as fair, competitive, and commercially
reasonable, and no less favorable to the Company than comparable loans between
unaffiliated parties.
THIRD: The amendment of the Articles of Incorporation of the
corporation as hereinabove set forth has been duly advised by the board of
directors and approved by the stockholders of the corporation.
IN WITNESS WHEREOF: CNL Health Care Properties, Inc., has
caused these presents to be signed in its name and on its behalf by its
President and attested by its Secretary on June 20, 2000.
THE UNDERSIGNED, President of CNL Health Care Properties,
Inc., who executed on behalf of said corporation, the foregoing Articles of
Amendment, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, the foregoing Articles of Amendment to
be the corporate act of said corporation and further certifies that, to the best
of his of her knowledge, information, and belief, the matters and facts set
forth therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
ATTEST: CNL Health Care Properties, Inc.
/s/ Lynn E. Rose /s/ Robert A. Bourne
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Lynn E. Rose, Secretary Robert A. Bourne, President
