Exhibit 3.84
| FILED 09:00 AM 09/05/1995 | ||||||
| 950200711 – 2539646 |
CERTIFICATE OF INCORPORATION
OF
CRC RECOVERY, INC.
FIRST: The name of the corporation is:
CRC Recovery, Inc.
SECOND: The address of its registered office in the State of Delaware is 15 East North Street in the City of Dover, County of Kent. The name of its registered agent at such address is Incorporating Services, Ltd.
THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Ten Million (10,000,000) shares of Common Stock with a par value of $0.001.
FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. Election of directors need not be by written ballot, unless the Bylaws so provide.
SIXTH: The Board of Directors is authorized to make, adopt, amend, alter or repeal the Bylaws of the corporation. The stockholders shall also have power to make, adopt, amend, alter or repeal the Bylaws of the corporation.
SEVENTH: The name and mailing address of the incorporator is:
Diana Tyler
Gray Cary Ware & Freidenrich
400 Hamilton Avenue
Palo Alto, California 94301
EIGHTH: The corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter
NINTH: To the fullest extent permitted by the Delaware General Corporation Law, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article NINTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 5th day of September, 1995.
/s/ Diana Tyler |
|
| Diana Tyler, Incorporator |
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the “Corporation”) is CRC RECOVERY, INC.
2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, Suite 1B, City of Dover 19901, County of Kent.
3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.
4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.
Signed on: April 18, 2005.
/s/ Pamela Burke |
|
| Pamela Burke, Secretary |
State of Delaware Secretary of State Division of Corporations Delivered 07:28 PM 04/27/2005 FILED 06:59 PM 04/27/2005 SRV 050341704 – 2539646 FILE |
State of Delaware Secretary of State Division of Corporations Delivered 01:16 PM 05/12/2005 FILED 01:16 PM 05/12/2005 SRV 050388013 – 2539646 FILE |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CRC RECOVERY, INC.
CRC Recovery, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
1. Fourth Article of the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) is hereby amended and restated in its entirety to read as follows:
“The corporation is authorized to issue one class of stock, to be designated “Common Stock,” with a par value of $0.0001. The total number of shares of Common Stock that the corporation shall have authority to issue is Fifty (50). Upon and simultaneously with the filing of this Certificate of Amendment of Certificate of Incorporation, each two hundred thousand (200,000) outstanding share of Common Stock is converted into one (1) shares of Common Stock.”
2. The foregoing amendment of the Certificate of Incorporation has been duly adopted by the Corporation’s Board of Directors and sole stockholder in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
3. This amendment to the Corporation’s Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, CRC Recovery, Inc. has caused this Certificate of Amendment to be signed by Pam Burke, Secretary, this 11 day of May 2005.
| CRC RECOVERY, INC. | ||
| By: | /s/ Pamela B. Burke | |
| ||
| Pamela Burke, Secretary | ||
State of Delaware Secretary of State Division of Corporations Delivered 06:44 PM 04/03/2008 FILED 06:44 PM 04/03/2008 SRV 080393318 – 2539646 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the Genera! Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors ofCRC Recovery, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:
CRC California RD, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 4th day of April, 2008.
| By: | /s/ Pamela B. Burke | |
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| Authorized Officer | ||
| Title: | Secretary | |
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| Name: | Pamela B. Burke | |
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| Print or Type | ||
State of Delaware Secretary of State Division of Corporations Delivered 05:54 PM 10/08/2010 FILED 05:54 PM 10/08/2010 SRV 100982164 – 2539646 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors ofCRC CALIFORNIA RD, INC. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:
CRC RECOVERY, INC.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this8th day ofOctober,2010.
| By: | /s/ Pamela B. Burke | |
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| Authorized Officer | ||
| Title: | Secretary | |
| ||
| Name: | Pamela B. Burke | |
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| Print or Type | ||