YUMA NURSING CENTER, INC.

ARTICLES OF AMENDMENT
1. The name of the corporation is: Yuma Nursing Center, Inc.
2. Attached hereto as Exhibit A is the text of each amendment adopted. Exhibit A. YUMA NURSING CENTER, INC. Articles of Amendment. Article 4 of the Articles of Incorporation of the corporation is amended in its entirety to read as follows: “ARTICLE 4 The aggregate number, class and par value of shares which the corporation shall have authority to issue shall be as follows: One Hundred (100) shares of Class A Voting Common Stock having a par value of One Dollar ($1.00) per share, and Nine Thousand Nine Hundred (9,900) shares of Class B Non-Voting Common Stock having a par value of One Dollar ($1.00) per share, amounting in the aggregate to Ten Thousand Dollars ($10,000.00). The preferences, qualifications, limitations, restrictions and special or relative rights, including convertible rights, if any, of the Class A Voting Common Stock and the Class B Non-Voting Common Stock are identical in all respects, except that, except as otherwise required by law, the voting power is vested exclusively in the holders of the Class A Voting Common Stock, and the holders of the Class B Non-Voting Common Stock shall not have any voting power. In all matters in which they have the right to vote, the holders of the Class A Voting Common Stock shall have one vote per share, and the holders of the Class B Non-Voting Common Stock shall have one vote per share.” Article 10 of the Articles of Incorporation of the corporation is amended in its entirety to read as follows: “ARTICLE 10 The preemptive right of shareholders to acquire additional shares of the common stock of the corporation is hereby denied.” The One Thousand (1,000) shares of currently issued and outstanding common stock of the corporation shall be surrendered by the holder thereof and cancelled by the corporation. For each share of common stock surrendered and cancelled, one hundredth (0.01) of a share of Class A Voting Common Stock shall be issued to the holder and ninety-nine hundredths (0.99) of a share of Class B Non-Voting Common Stock shall be issued to the holder, such that immediately after the exchange, the corporation shall have Ten (10) shares of Class A Voting Common Stock and Nine Hundred Ninety (990) shares of Class B Non-Voting Common Stock issued and outstanding.
3. [X] The amendment does provide for an exchange, reclassification or cancellation of issued shares. A. [X] Exhibit A contains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein. B. [ ] Exhibit A does not contain provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein. Such actions will be implemented as follows: (blank).
4. The amendment was adopted the 7th day of December, 2010.
5. The amendment was adopted by the Shareholders. There is one voting group eligible to vote on the amendment. The designation of voting groups entitled to vote separately on the amendment, the number of votes in each, the number of votes represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as follows: The voting group consisting of 1,000 outstanding shares of common [class or series] stock is entitled to 1,000 votes. There were 1,000 votes present at the meeting. The voting group cast 1,000 votes for and 0 votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.
Dated this 7th day of December, 2010. /s/ Donald Bradley Bedell, Title: President.
2/4, 2/11, 2/18, 2011 editions Arizona Capitol Times