EXHIBIT 3.38
STATE OF WEST VIRGINIA
[STATE SEAL]
CERTIFICATE
I, Ken Hechler, Secretary of State of the State of West Virginia, hereby certify that by the provisions of Chapter 31, Article 1, Sections 27 and 28 of the West Virginia Code, the Articles of Incorporation of
HEALTH CARE ALLIANCE, INC.
conform to law and are filed in my office. I therefore declare the organization to be a Corporation for the purposes set forth in its Articles, with the right of perpetual existence, and I issue this
CERTIFICATE OF INCORPORATION
to which I have attached a duplicate original of the Articles of Incorporation.
Given under my hand and the Great Seal of the State of West Virginia, on this Fourth day of January 1995
[STATE SEAL]
Given under my hand and the Great Seal of the State of West Virginia, on this Fourth day of January 1995 |
/s/ Ken Hechler |
Secretary of the State |
1
KEN HECHLER | FILE IN DUPLICATE ORIGINALS | |
Secretary of State | FEE: AS PER SCHEDULE ON PAGE 4 | |
State Capital, W-139 | — BUSINESS CORPORATION | |
Charleston, WV 25305 | (stock, for profit): | |
(304) 342-8000 | Complete all items except 3-A. | |
| — NON-PROFIT CORPORATION | ||
| (membership, nonstock): | ||
| Complete all items except 3.0. | ||
| & 7 | ||
[STATE OF WEST VIRGINIA SEAL]
WEST VIRGINIA
ARTICLES OF INCORPORATION
of
HEALTH CARE ALLIANCE, INC.
The undersigned, acting as incorporator(s) of a corporation under Chapter 31, Article 1, Section 27 of the West Virginia Code, adopt(s) the following Articles of Incorporation for such corporation:
| 1. | The undersigned agree to become a West Virginia corporation by the name of |
Health Care Alliance, Inc.
(The name of the corporation shall contain one of the words “corporation,” “company,” “incorporated,” “limited” or shall contain an abbreviation of one of such words. (Section 31-1-11, W. Va. Code)
2
| 2. | A. The address at the physical location of the principal office of the corporation will be One Pavilion Drivestreet, in the city, town or village of Daniels, county of Raleigh, State of West Virginia, Zip Code 25832. |
The mailing address of the above location, if different, will be .
| B. | The address at the physical location of the principal place of business in West Virginia of the corporation, if different than the above address, will be same as above street, in the city, town of village of , County, West Virginia, Zip Code . |
The mailing address of the above location, if different, will be .
| 3. | This corporation is organized as: |
| A. | Non-stock, non-profit . |
or
3
| B. | Stock, for profit x , and the aggregate value of the authorized capital stock of said profit corporation will be $5,000.00 dollars, which shall be divided into 5000 shares of the par value of ($1.00) one dollars each, |
(or state “without par value,” if applicable)
(if the shares are to be divided into more than one class or if the corporation is to issue shares in any preferred or special class in series, additional statements are required within the articles of incorporation.)
| 4. | The period of duration of the corporation, which may be perpetual, is perpetual . |
PLEASE DOUBLE SPACE, IF MORE SPACE IS NEEDED, USE ADDITIONAL SPACE ON PAGE 4 AND ADD PAGES.
| 5. | The purpose(s) for which this corporation is formed (which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated in West Virginia), is (are) as follows: |
The nature of the business and the objects and purposes to be transacted, promoted or carried on by the Corporation are to engage in any lawful act or activity for which a Corporation may be organized under the Corporation Law of West Virginia.
| 6. | The provisions for the regulation of the internal affairs of the corporation, which the incorporators elect to set forth in the articles of incorporation, are as follows: |
None
| 7. | The provisions granting, limiting or denying preemptive rights to shareholders, if any, are as follows: |
The shareholders shall have preemptive rights.
| 8. | The full name(s) and address(es) of the incorporator(s), including street and street numbers, if any, and the city, town or village, including the zip code, and the number of shares subscribed for by each is(are) as follows: |
NAME | ADDRESS | Number of Shares (Optional) | ||
Robert S. Kiss | P.O. Drawer AU, Beckley, WV 25802-2843 |
5
| 9. | The number of directors constituting the initial board of directors of the corporation is Three and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders/members, or until their successors are elected and shall qualify, are as follows: |
NAME | ADDRESS | |
Michael Kelly | One Pavilion Drive, Daniels, WV 25832 | |
JoAnn Kelly | One Pavilion Drive, Daniels, WV 25832 | |
Jeff Peterson | One Pavilion Drive, Daniels, WV 25832 |
| 10. | The name and address of the appointed person to whom notice or process may be sent is Michael Kelly One Pavilion Drive, Daniels, WV 25832. |
ACKNOWLEDGEMENT
I(We), the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this “Articles of Incorporation.”
In witness whereof, I(we) have accordingly hereunto set my(our) respective hands this day of , 19 .
6
(All incorporators must sign below. Names and signatures must appear the same throughout the Articles of Incorporation.)
PHOTOCOPIES OF THE SIGNATURES OF THE INCORPORATORS AND THE NOTARY PUBLIC CANNOT BE ACCEPTED.
/s/ ILLEGIBLE |
STATE OF West Virginia |
COUNTY OF Raleigh |
I, Sherri M. Groves, a Notary Public, in and for the county and state aforesaid, hereby certify that (names of all incorporators as shown in Item 8 must be inserted in this space by official taking acknowledgement)
/s/ Robert S. Kiss |
whose name(s) is(are) signed to the foregoing Articles of Incorporation, this day personally appeared before me in my said county and acknowledged his(her) signatures(s).
My commission expires Sept. 17, 1996
| /s/ Sherri M. Groves |
| (Notary Public) |
[Notary Seal]
7
ARTICLES OF INCORPORATION PREPARED BY Robert S. Kiss
whose mailing address is P.O. Drawer AU, Beckley, WV 25802-2843
Official Form 101
8
[STATE OF WEST VIRGINIA LETTERHEAD]
Honorable Ken Hechler
Secretary of State
Capitol Building
Charleston, WV 25305
Dear Mr. Hechler:
Under the provisions of Chapter 30, Article 3, Section 15 of the Code of West Virginia, the West Virginia Board of Medicine issued Certificate of Authorization Number 1169 to Michael A. Kelly, M.D. to practice medicine and surgery in the State of West Virginia as a medical corporation under the name of Health Care Alliance, Inc. effective on January 1, 1995, with offices at One
Pavilion Drive, Daniels, West Virginia 25832.
Sincerely yours, |
/s/ Ronald D. Walton |
Ronald D. Walton |
Executive Director |
RDW: lbs
cc: Robert S. Kiss, Esq.
[STAMP/SEAL]
9