Exhibit 3.83
[SEAL]
| ARTICLES OF INCORPORATION | APPROVED | Provided by: | JOSEPH H. HOGSETT |
State Form 4159 (R9/9-93) | & | | Secretary of State |
Approved by State Board of Accounts 1992 | FILED | | Corporations Division |
| | | 302 W. Washington St., Rm. E018 |
| | | Indianapolis, IN 46204 |
| | | | Telephone: (317) 232-6576 |
| | | | |
INSTRUCTIONS: | Use 8 1/2 x 11 inch white paper for inserts. | Indiana Code 23-1-21-2 |
| Filing requirements - present original and one copy to the address in the upper right corner of this form. | FILING FEE: $90.00 |
| | | | | |
INDIANA SECRETARY OF STATE
ARTICLES OF INCORPORATION
Indicate the appropriate act
The undersigned, desiring to form a corporation (herein after referred to as “Corporation”) pursuant to the provisions of:
ý Indiana Business Corporation Law | o Indiana Professional Corporation Act 1983 |
As amended, executes the following Articles of Incorporation:
ARTICLE I - - NAME
Name of Corporation
REM–Indiana SILP, Inc.
(the name must contain the word “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation of one of these words.)
ARTICLE II - - REGISTERED OFFICE AND AGENT
Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:
Name of Registered Agent
C T Corporation System
Address of Registered Office (street or building) | City | | ZIP code |
One North Capitol Avenue | Indianapolis | Indiana | 46204 |
| | | |
Principal Office: The post office address of the principal office of the Corporation is: |
| | | |
Post office address | City | State | ZIP code |
6921 York Avenue South | Edina | MN | 55435 |
ARTICLE III - AUTHORIZED SHARES
Number of shares: | authorized is 1,000 shares, all of which shall be shares of common stock, par value $.01 per share. |
| If there is more than one class of shares, shares with rights and preferences, list such information on “Exhibit A.” |
ARTICLE IV - - INCORPORATORS
(the name(s) and address(es) of the incorporators of the corporation)
NAME | | NUMBER AND STREET
OR BUILDING | | CITY | | STATE | | ZIP CODE |
| | | | | | | | |
Nancy G. Barber Walden | | 3400 City Center 33 South 6th Street | | Minneapolis | | MN | | 55402 |
See Exhibit A attached hereto and made a part hereof for additional provisions.
In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true.
this 6 day of July, 1994.
Signature | | Printed name | |
| | | |
/s/ Nancy G. Barber Walden | | Nancy G. Barber Walden | |
| | | |
Signature | | Printed name | |
| | | |
Signature | | Printed name | |
| | | |
This instrument was prepared by: (name) |
Nancy G. Barber Walden |
|
Address (number, street, city and state) | ZIP code |
3400 City Center, 33 South Sixth Street, Minneapolis, Minnesota | 55402 |
| | | | |
EXHIBIT A
TO
ARTICLES OF INCORPORATION
OF REM-INDIANA SILP, INC.
Article V
DIRECTORS
The names and addresses of the individuals who are to serve as the initial directors of the corporation are:
Thomas E. Miller | | 6921 York Avenue South, | | Edina, | | MN | | 55435 | |
Craig R. Miller | | 6921 York Avenue South, | | Edina, | | MN | | 55435 | |
Douglas V. Miller | | 6921 York Avenue South, | | Edina, | | MN | | 55435 | |
Article VI
PRE-EMPTIVE RIGHTS
Shareholders shall have no rights pursuant to Section 23-1-27-1 of the Indiana Business Corporation Law, pre-emptive 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.
Article VII
CUMULATIVE VOTING
Shareholders shall have no rights of cumulative voting.
[SEAL]
| ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION | | SUE ANNE GILROY
SECRETARY OF STATE |
State Form 38333 (R8 / 12-96) | | CORPORATIONS DIVISION |
Approved by State Board of Accounts 1995 | | 302 W. Washington St., Rm. E018 |
| | Indianapolis, IN 46204 |
| | | Telephone: (317) 232-6576 |
| | | |
INSTRUCTIONS: | Use 8 1/2” x 11” white paper for inserts. | | Indiana Code 23-1-38-1 et seq. |
| Present original and two copies to address in upper right hand corner of this | |
Filing Fee: $30.00
|
| Please TYPE or PRINT. | | |
| | | | |
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
Name of Corporation | | Date of incorporation |
REM–Indiana SILP, Inc. | | July 18, 1994 |
The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)
ý Indiana Business Corporation Law o Indiana Professional Corporation Act of 1983
as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:
ARTICLE I Amendments(s)
The exact text of Article(s) Article I of the Articles
(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is ,” below.)
The name of the Corporation is REM-Indiana Community Services II, Inc.
ARTICLE II
Date of each amendment’s adoption:
April 7, 1999
ARTICLE III Manner of Adoption and Vote
Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.
o SECTION 1 | This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. |
| | |
ý SECTION 2 | The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.) |
| | |
| | A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows: |
| | |
| | | Shares entitled to vote. |
| | | Number of shares represented at the meeting. |
| | | Shares voted in favor. |
| | | Shares voted against. |
| | | |
| | B. Unanimous written consent executed on April 7, 1999 and signed by all shareholders entitled to vote. |
| | |
ARTICLE IV Compliance with Legal Requirements |
|
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation. |
|
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 7th day of April, 1999. |
|
Signature of current officer or chairman of the board | Printed name of officer or chairman of the board |
| |
/s/ Thomas E. Miller | | | Thomas E. Miller |
| | |
Signature’s title | | |
| | |
President | | |
| | | | | | |
[SEAL]
| ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION | | SUE ANNE GILROY
SECRETARY OF STATE |
State Form 38333 (R8 / 12-96) | | CORPORATIONS DIVISION |
Approved by State Board of Accounts 1995 | | 302 W. Washington St., Rm. E018 |
| | Indianapolis, IN 46204 |
| | | Telephone: (317) 232-6576 |
| | | |
INSTRUCTIONS: | Use 8 1/2” x 11” white paper for inserts. | | Indiana Code 23-1-38-1 et seq. |
| Present original and two copies to address in upper right hand corner of this. | |
Filing Fee: $30.00
|
| Please TYPE or PRINT. | | |
| | | | |
[SEAL]
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
Name of Corporation | | Date of incorporation |
REM–Indiana Community Services II, Inc. | | July 18, 1994 |
The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)
ý Indiana Business Corporation Law o Indiana Professional Corporation Act of 1983
as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:
ARTICLE I Amendments(s)
The exact text of Article(s) I of the Articles
(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is ,” below.)
The name of the Corporation is REM Indiana Community Services II, Inc.
[SEAL]
ARTICLE II
Date of each amendment’s adoption:
May 24, 2000, effective August 1, 2000
ARTICLE III Manner of Adoption and Vote
Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval. Section 2 must be marked and either A or B completed.
o SECTION 1 | | This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required. |
| | |
ý SECTION 2 | | The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.) |
| | |
| | A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows: |
| | |
| | | Shares entitled to vote. |
| | | Number of shares represented at the meeting. |
| | | Shares voted in favor. |
| | | Shares voted against. |
| | | |
| | B. Unanimous written consent executed on May 24, 2000 and signed by all shareholders entitled to vote. |
| | |
ARTICLE IV Compliance with Legal Requirements |
|
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and By-Laws of the Corporation. |
|
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 12th day of July, 2000. |
|
Signature of current officer or chairman of the board | Printed name of officer or chairman of the board |
| |
/s/ Craig R. Miller | | | Craig R. Miller |
| | |
Signature’s title | | |
| | |
Vice President | | |
| | | | | | |
| | | | |
[SEAL] | | NOTICE OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (ALL CORPORATIONS)
State Form 26276 (R5 / 4-95) | | TODD ROKITA SECRETARY OF STATE CORPORATIONS DIVISION 302 W. Washington St., Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 |
| | | | |
INSTRUCTIONS: | Use 8 1/2” x 11” white paper for inserts. | Indiana Code 23-1-24-2 (for profit corporation) |
| Present original and two (2) copies to address in upper right corner of this form. | Indiana Code 23-17-6-2 (non-profit corporation) |
| Please TYPE or PRINT. | NO FILING FEE |
| | | | | | |
Name of corporation | | | Date of incorporation | |
| | REM Indiana Community Services II, Inc. | | 7/18/1994 |
| | | | |
Current registered office address (number and street, city, state, ZIP code) |
8925 N. Meridian Street Suite 200 Indianapolis, IN 46260 |
|
New registered office address (number and street, city, state, ZIP code) |
251 E Ohio St., Suite 1100, Indianapolis, IN 46204 |
Current registered agent (type or print name) |
Steven Cook |
|
New registered agent (type or print name) |
C T Corporation System |
STATEMENTS BY REGISTERED AGENT OR CORPORATION |
This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent. After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical. The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile. |
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IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 23rd day of September, 2005. |
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Signature | Title |
| /s/ Christina Pak | | | Vice President |
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