Exhibit 3.127
ARTICLES OF INCORPORATION
Stock (for profit)
Executed by the undersigned for the purpose | |
of forming a Wisconsin for-profit corporation | DEC 13 12:00PM |
under Chapter 180 of the Wisconsin Statutes | #. A |
repealed and recreated by 1989 Wis.Act 303: | 178291 DCORP 90 90.00 |
Article 1.
Name of Corporation: REM-Wisconsin III, Inc.
Article 2.
The corporation shall be authorized to issue 9,000 shares.
Article 3.
The street address of the initial registered office is: | | 3070 Fish Hatchery Road |
(The complete address, including street and number, | | Madison, W1 53713 |
if assigned, and ZIP code. P.O. Box address may be | | |
included as part of the address, but is insufficient | | |
alone.) | | |
Article 4.
The name of the initial registered agent at the above registered office is: Ann Miller
Article 5.
Other provisions (OPTIONAL): are set forth on Exhibit A attached hereto and made a part hereof
Article 6.
| Executed on December 10, 1996 | DEC 13 12:00PM |
| | #. B |
| Name and complete address of each incorporator: | 178291 EXPED 25 25.00 |
Nancy G. Barber Walden
3400 City Center
33 South Sixth Street
Minneapolis, MN 55402
/s/ Nancy G. Barber Walden | | |
(Incorporator signature) | | (Incorporator signature) |
This document was drafted by: | | not drafted in Wisconsin |
FILING FEE - $90.00 OR MORE
DEPT. FINANCIAL INSTITUTIONS FILE I.D. #
EXHIBIT A
TO
ARTICLES OF INCORPORATION
OF
REM WISCONSIN III, INC.
Article 5.
(a) Shareholders shall have no rights of cumulative voting.
(b) Shareholders shall have no rights pursuant to Section 180.0630 of the Wisconsin business corporation law, preemptive or otherwise, to acquire any part of any unissued shares or other securities of this Corporation, or of any rights to purchase shares or other securities of this Corporation before the Corporation may offer them to other persons.
(c) The Board of Directors of this Corporation shall consist of three (3) directors or such other number of directors as shall be fixed in the manner provided in the By-Laws of this Corporation.
(d) The initial Board of Directors of this Corporation shall consist of the following persons: Thomas E. Miller, Craig R. Miller, and Douglas V. Miller, each of whose address is 6921 York Avenue South, Edina, Minnesota 55435.
Return acknowledgment copy of filed Articles of Incorporation to:
Nancy G. Barber Walden
Gray, Plant, Mooty, Mooty & Bennett, P.A.
3400 City Center
33 South Sixth Street
Minneapolis, MN 55402
(612) 343-2856
[ILLEGIBLE] DEPT OF | | | | |
FINANCIAL INSTITUTIONS | | State of Wisconsin | | |
STATE OF WISCONSIN | | Department of Financial Institutions | | |
| | | | |
2000 JUL 21 [ILLEGIBLE] | | | | |
ARTICLES OF AMENDMENT – STOCK, FOR-PROFIT CORPORATION
A. The present corporate name (prior to any change effected by this amendment) is:
REM -Wisconsin III, Inc.
Text of Amendment (Refer to the existing articles of incorporation and the instructions on the reverse of this form. Determine those items to be changed and set forth the number identifying the paragraph in the articles of incorporation being changed and how the amended paragraph is to read.)
RESOLVED, THAT the articles of incorporation be amended as follows:
That Article I of the Articles of Incorporation be amended to read as follows:
ARTICLE I
The name of this Corporation shall be REM Wisconsin III, Inc.
| JUL 21 12:00PM |
| #. # |
| 152871 DCORP 40 40.00 |
FILING FEE - $40.00, or more SEE instructions, suggestions and procedures on following pages.
DFI/CORP/4(RS/99) Use of this form is voluntary.
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B. Amendment(s) adopted on May 24, 2000 to be effective August 1, 2000
(Indicate the method of adoption by checking ý the appropriate choice below.)
o In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors)
OR
ý In accordance with sec. 180.1003, Wis. Stats. (By the Board of Directors and Shareholders)
OR
o In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares)
C. | | Executed on | 7-12-00 | | | /s/ Craig R. Miller | |
| (Date) | | | (Signature) | |
Title: o President ý Secretary | | |
or other officer title | | | | Craig R. Miller | |
| | (Printed name) | |
| | | | | | | | |
This document was drafted by | Amy Dahl, Gray Plant Mooty, 3400 City Center, 33 S. 6th St. Minneapolis, MN 55402 |
| (Name the individual who drafted the document) |
INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)
Submit one original and one exact copy of Dept. of Financial Institutions, P O Box 7846, Madison WI, 53707-7846, together with a FILING FEE of $40.00 or more, payable to the department. (If sent by Express or Priority U.S. mail, address to 345 W. Washington Ave., 3rd Floor, Madison WI, 53703). This document can be made available in alternate formats upon request to qualifying individuals with disabilities. The original must include an original manual signature, per sec. 180.0120(3)(c), Wis. Stats. Upon filing, the information in this document becomes public and might be used for purposes other than that for which it was originally furnished. If you have any questions, please contact the Division of Corporate & Consumer Services at 608-261-7577. Hearing-impaired may call 608-266-8818 for TDY.
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ARTICLES OF AMENDMENT – Stock, For-Profit Corporation | |
| |
EFFECTIVE DATE: | August 1, 2000 | |
| |
Gray Plant Mooty | |
3400 City Center, 33 S.6th St. | |
Minneapolis, MN 55402 | |
| |
ATTN: Nancy G. Barber, Paralegal | |
| | |
• Your return address and phone number during the day: (612) 343 - 2856
INSTRUCTIONS (Continued)
A. State the name of the corporation (before any change effected by this amendment) and the text of the amendment(s). The text should recite the resolution adopted (e.g., “Resolved, that Article 1 of the articles of incorporation be amended to read: . . . . . (enter the amended article). If an amendment provides for an exchange, reclassification or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself.
B. Enter the date of adoption of the amendment(s). If there is more than one amendment, identify the date of adoption of each. Mark (X) one of the three choices to indicate the method of adoption of the amendment(s).
By Board of Directors – Refer to sec. 180.1002 for specific information on the character of amendments that may be adopted by the Board of Directors without shareholder action.
By Board of Directors and Shareholders – Amendments proposed by the Board of Directors and adopted by shareholder approval. Voting requirements differ with circumstances and provisions in the articles of incorporation. See sec. 180.1003, Wis. Stats., for specific information.
By Incorporators or Board of Directors – Before issuance of shares – See sec. 180.1005, Wis. Stats., for conditions attached to the adoption of an amendment approved by a vote or consent of less than 2/3rds of the shares subscribed for.
C. Enter the date of execution and the name and title of the person signing the document. The document must be signed by one of the following: An officer of the corporation (or incorporator if directors have not been elected), or a court-appointed receiver, trustee or fiduciary. A director is not empowered to sign.
If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall not be filed unless the name of the person (individual) who drafted it is printed, typewritten or stamped thereon in a legible manner. If the document is not executed in Wisconsin, enter that remark.
FILING FEE - Minimum fee is $40.00. If the amendment increases the number of authorized shares, provide an additional fee of 1 cent for each newly-authorized share.
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