Exhibit 3.113
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| | Utah Department of Commerce Division of Corporations & Commercial Code 160 East 300 South, 2nd Floor, S.M. Box 146705 Salt Lake City, UT 84114-6705 Phone: (801) 530-4849 Toll Free: (877)526-3994 Utah Residents Fax: (801) 530-6438 Web Site: http://www.commerce.utah.gov | | |
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Registration Number: 6763128-0142 Business Name: DISCOVERY HOUSE-LT, INC. Registered Date: SEPTEMBER 25, 2007 | | January 19, 2016 |
CERTIFIED COPY OF
ARTICLES OF INCORPORATION
AND AMENDMENT
THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE (“DIVISION”) HEREBY CERTIFIES THAT THE ATTACHED IS TRUE, CORRECT, AND COMPLETE COPY OF THE ARTICLES OF INCORPORATION AND AMENDMENT OF
DISCOVERY HOUSE-LT, INC.
AS APPEARS OF RECORD IN THE OFFICE OF THE DIVISION.
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| | /s/ Kathy Berg Kathy Berg Director Division of Corporations and Commercial Code |
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Dept. of Professional Licensing (801)530-6628 | | Real Estate (801)530-6747 | | Public Utilities (801)530-6651 | | Securities (801)530-6600 | | Consumer Protection (801)530-6601 |
Articles of Incorporation
of
Discovery House-LT, Inc.
A Utah Profit Corporation
I, the undersigned, acting as incorporator under the Utah Revised Business Corporation Act, adopt the following Articles of Incorporation for such Corporation:
| 1. | The name of the Corporation is Discovery House-LT, Inc. |
| 2. | The purpose of the Corporation is Methadone treatment and any other lawful purpose and to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act. |
| 3. | The aggregate number of shares which the Corporation shall have authority to issue is 600 shares of common stock. |
| 4. | The initial registered agent and designated office of this corporation shall be as follows: |
National Registered Agents, Inc.
395 W. 2900 N
Pleasant Grove, Utah 84062
| | I hereby accept appointment as Registered Agent for the above named corporation. |
Date: 9.25.07
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Signature: | | /s/ “illegible” | | |
| | National Registered Agents, Inc., Registered Agent | | |
| 5. | The name and address information of the incorporator is: |
Meghan Record
26520 Agoura Road
Calabasas, California 91302
| 6. | The name(s) and address(es) of the individual(s) who are to serve as the initial director(s) are: |
David L. Piccoli, II - 66 Pavilion Avenue, Providence, Rhode Island 02908
David L. Piccoli - 66 Pavilion Avenue, Providence, Rhode Island 02908
Peter Morris - 66 Pavilion Avenue, Providence, Rhode Island 02908
In Witness Whereof, I, Meghan Record, am the sole incorporator herein; have read the above and foregoing Articles of Incorporation; know the contents thereof and the same is true to the best of my knowledge and belief, excepting as to matters herein alleged upon information and belief and to those matters I believe to be true; and have executed these Articles of Incorporation this 25 day of September 2007.
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/s/ “illegible” |
Meghan Record, Incorporator |
6763128
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| | | 6763128-0142 | |
CERTIFICATE | | | | |
To the Secretary of State of the State of Utah:
Pursuant to the provisions of Section 16-10a-1007 of the Utah Revised Business Corporation Act (the “Act”), Discovery House-LT, Inc. (the “Corporation”), organized and existing under and by virtue of the provisions of the Act and all amendments thereto, does hereby submit for filing the attached Amended and Restated Articles of Incorporation of the Corporation (the “Amended and Restated Articles of Incorporation”).
1. The name of the Corporation is Discovery House-LT, Inc.
2. The Articles of Incorporation, originally filed on September 25, 2007, are being amended and restated as reflected in the Amended and Restated Articles of Incorporation which are attached hereto.
3. The Amended and Restated Articles of Incorporation were duly authorized and adopted by the Board of Directors and Shareholder of the Corporation by unanimous written consent on November 2, 2015.
IN WITNESS WHEREOF, the undersigned has caused the execution and delivery of these Articles as of the 2nd day of November, 2015.
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DISCOVERY HOUSE-LT, INC. |
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By: | | /s/ Christopher L. Howard |
| | Christopher L. Howard |
| | Vice President and Secretary |
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| | AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DISCOVERY HOUSE-LT, INC. | | 6763128-0142 |
Article I
The name of the Corporation is Discovery House-LT, Inc. (the “Corporation”).
Article II
The purpose of the Corporation is to own and operate a healthcare related facility and any other lawful purpose and to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act (the “Act”).
Article III
The total number of shares of stock that the Corporation shall have authority to issue is one hundred (100) shares of Common Stock, $0.001 par value per share.
Article IV
The address of the registered agent and designated office of this Corporation is 1108 East South Union Avenue, Midvale, UT 84047. The name of the registered agent at the above registered office is CT Corporation System.
Article V
The principal address of the Corporation is 6100 Tower Circle, Suite 1000, Franklin, TN 37067.
Article VI
The name(s) and address(es) of the individuals who are to serve as the directors(s) are:
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Director | | Joey A. Jacobs | | 6100 Tower Circle, Suite 1000 Franklin, TN 37067 |
Director | | Christopher L. Howard | | 6100 Tower Circle, Suite 1000 Franklin, TN 37067 |
Article VII
To the fullest extent permitted by the Act as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director. If the Act is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be further eliminated or limited to the fullest extent permitted by the Act as so amended. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring or any action or
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proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
Article VIII
The Corporation shall indemnify to the fullest extent permitted by applicable law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys, fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding. Neither any amendment nor repeal of this Article: VIII nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in res VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
[Signature Page Follows.]
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IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been executed on this 2nd day of November, 2015.
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/s/ Christopher L. Howard |
Christopher L. Howard |
Vice President and Secretary |
[Signature Page to Amended and Restated Articles of Incorporation of Discovery House-LT, Inc.]