- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-4 Registration of securities issued in business combination transactions
- 3.5 Restated Certificate of Incorporation of Advantage Health Corporation
- 3.6 Advantage Health Corporation Restated Bylaws
- 3.7 Articles of Organization of Advantage Health Development Corp.
- 3.8 Bylaws of Advantage Health Development Corp.
- 3.9 Articles of Incorporation of Advantage Health Harmarville
- 3.10 Bylaws of Advantage Health Harmarville Rehabilitation Corporation
- 3.11 Articles of Organization of Advantage Rehabilitation Clinics,inc.
- 3.12 Advantage Rehabilitation Clinics, Inc. Bylaws
- 3.13 Sixth Restated Certificate of Incorporation of Asc Network Corporation
- 3.14 Bylaws of Asc Network Corporation
- 3.15 Certificate of Incorporation of Baton Rouge Rehab, Inc.
- 3.16 Amended and Restated Bylaws of Baton Rouge Rehab, Inc.
- 3.17 Certificate of Limited Partnership of Beaumont Rehab Associates
- 3.18 First Amended & Restated Agreement of Ltd.ptrship Agmt. of Beaumont Rehab Assoc.
- 3.19 Articles of Incorporation of Chiron, Inc.
- 3.20 Restated Bylaws of Chiron, Inc.
- 3.21 Certificate of Incorporation of CMS Development and Management Company, Inc.
- 3.22 Bylaws of CMS Development and Management Company, Inc.
- 3.23 Certificate of Incorporation of CMS Jonesboro Rehabilitation, Inc.
- 3.24 Bylaws of CMS Jonesboro Rehabilitation, Inc.
- 3.25 Certificate of Incorporation of CMS Topeka Rehabilitation, Inc.
- 3.26 Bylaws of CMS Topeka Rehabilitation, Inc.
- 3.27 Certificate of Limited Partnership of Collin County Rehab Associates
- 3.28 First Amended and Restated Agreement of Limited Partnership of Collin County
- 3.29 Certificate of Incorporation of Continental Medical of Arizona, Inc.
- 3.30 Bylaws of Continental Medical of Arizona, Inc.
- 3.31 Restated Certificate of Incorporation of Continental Medical Systems, Inc.
- 3.32 Bylaws of Continental Medical Systems, Inc.
- 3.33 Certificate of Incorporation of Continental Rehabilitation Hospital of Arizona
- 3.34 Bylaws of Continental Rehabilitation Hospital of Arizona, Inc.
- 3.36 Bylaws of Diagnostic Health Corporation
- 3.37 Report of a Limited Partnership of Healthsouth Bakersfield Rehabilitation Hosp.
- 3.38 Agreement and Certificate of Limited Partnership of Healthsouth Bakersfield
- 3.39 Report of a Limited Partnership of Healthsouth Diagnostic Center of Colorado
- 3.40 Certificate and Agreement of Limited Partnership of Healthsouth Diagnostic CTR.
- 3.41 Report of a Limited Partnership of Healthsouth Diagnostic CTR. of Tennessee
- 3.42 Agreement and Cert. of LTD. Partnership of Healthsouth Diagnostic CTR. of Tenne.
- 3.43 Report of a Limited Partnership of Healthsouth Diagnostic Center of Texas
- 3.44 Agreement and Certificate of LTD. Ptship. of Healthsouth Diagnostic CTR. of TX
- 3.45 Certificate of Incorporation of Healthsouth Diagnostic Centers, Inc.
- 3.46 Bylaws of Healthsouth Diagnostic Centers, Inc.
- 3.47 Certificate of Incorporation of Healthsouth Holdings, Inc.
- 3.48 Bylaws of Healthsouth Holdings, Inc.
- 3.49 Certificate of Incorporation of Healthsouth Ltac of Sarasota, Inc.
- 3.50 Bylaws of Healthsouth Ltac of Sarasota, Inc.
- 3.51 Articles of Merger of Healthsouth Medical Center, Inc.
- 3.52 Bylaws of Healthsouth Medical Center, Inc.
- 3.53 Report of a LTD. Partnership of Healthsouth Meridian Point Rehab Hospital
- 3.54 Agreement & Certificate of LTD. Partshp. of Healthsouth Meridian Point Hospital
- 3.55 Report of a LTD. Partship of Healthsouth Northern Kentucky Rehab. Hospital
- 3.56 Agreement & Certificate of LTD. Partship of Healthsouth Northern Kentucky
- 3.57 Certificate of Incorporation of Healthsouth of Alexandra, Inc.
- 3.58 Bylaws of Healthsouth of Alexandria, Inc.
- 3.59 Certificate of Incorporation of Healthsouth of Altoona, Inc.
- 3.60 Bylaws of Healthsouth of Altoona, Inc.
- 3.61 Certificate of Incorporation of Healthsouth of Austin, Inc.
- 3.62 Bylaws of Healthsouth of Austin, Inc.
- 3.63 Certificate of Incorporation of Healthsouth of Charleston, Inc.
- 3.64 Bylaws of Healthsouth of Charleston, Inc.
- 3.65 Articles of Incorporation of Healthsouth of Dothan, Inc.
- 3.66 Bylaws of Healthsouth of Dothan, Inc.
- 3.67 Certificate of Incorporation of Healthsouth of East Tennessee, Inc.
- 3.68 Bylaws of Healthsouth of East Tennessee, Inc.
- 3.69 Certificate of Incorporation of Healthsouth of Erie, Inc.
- 3.70 Bylaws of Healthsouth of Erie, Inc.
- 3.71 Certificate of Incorporation of Healthsouth of Fort Smith, Inc.
- 3.72 Bylaws of Healthsouth of Fort Smith, Inc.
- 3.73 Report of a Limited Partnership of Healthsouth of FT. Lauderdale
- 3.74 Agreement & Certificate of LTD. Partship. of Healthsouth of FT. Lauderdale
- 3.75 Certificate of Incorporation of Healthsouth of Henderson, Inc.
- 3.76 Bylaws of Healthsouth of Henderson, Inc.
- 3.77 Certificate of Incorporation of Healthsouth of Houston, Inc.
- 3.78 Bylaws of Healthsouth Houston, Inc.
- 3.79 Report of Limited Partnership of Healthsouth of Largo LTD. Partnership
- 3.80 Agreement and Certificate of LTD. Partnership of Healthsouth of Largo
- 3.81 Certificate of Incorporation of Healthsouth of Mechanicsburg, Inc
- 3.82 Bylaws of Healthsouth of Mechanicsburg, Inc.
- 3.83 Certificate of Incorporation of Healthsouth of Midland, Inc.
- 3.84 Bylaws of Healthsouth of Midland, Inc.
- 3.85 Certificate of Incorporation of Healthsouth of Montgomery, Inc.
- 3.86 Bylaws of Healthsouth of Montgomery, Inc.
- 3.87 Bylaws of Healthsouth of New Mexico, Inc.
- 3.88 Certificate of Incorporation of Healthsouth of New Mexico, Inc.
- 3.89 Certificate of Incorporation of Healthsouth of Nittany Valley, Inc.
- 3.90 Bylaws of Healthsouth of Nittany Valley, Inc.
- 3.91 Report of Limited Partnership of Healthsouth of Ohio Limited Partnership
- 3.92 Agreement and Certificate of Limited Partnership of Healthsouth of Ohio LP
- 3.93 Certificate of Incorporation of Healthsouth of Pittsburgh, Inc.
- 3.94 Bylaws of Healthsouth of Pittsburgh, Inc.
- 3.95 Certificate of Incorporation of Healthsouth of Reading, Inc.
- 3.96 Bylaws of Healthsouth of Reading, Inc.
- 3.97 Certificate of Incorporation of Healthsouth of San Antonio, Inc.
- 3.98 Bylaws of Healthsouth of San Antonio, Inc.
- 3.99 Report of a Limited Partnership of Healthsouth of Sarasota Limited Partnership
- 3.100 Agreement and Certificate of Limited Partnership of Healthsouth of Sarasota
- 3.101 Certificate of Incorporation of Healthsouth of Sewickley, Inc.
- 3.102 Bylaws of Healthsouth of Sewickley, Inc.
- 3.103 Certificate of Incorporation of Healthsouth of South Carolina, Inc.
- 3.104 Bylaws of Healthsouth of South Carolina, Inc.
- 3.105 Certificate of Incorporation of Healthsouth of Spring Hill, Inc.
- 3.106 Bylaws of Healthsouth of Spring Hill, Inc.
- 3.107 Report of Limited Partnership of Healthsouth of Tallahassee Limited Partnership
- 3.108 Agreement and Certificate of Limited Partnership of Healthsouth of Tallahassee
- 3.109 Certificate of Incorporation of Healthsouth of Texarkana, Inc.
- 3.110 Bylaws of Healthsouth of Texarkana, Inc.
- 3.111 Articles of Incorporation of Healthsouth of Texas, Inc.
- 3.112 Bylaws of Healthsouth of Texas, Inc.
- 3.113 Certificate of Incorporation of Healthsouth of Toms River. Inc.
- 3.114 Bylaws of Healthsouth of Toms River, Inc.
- 3.115 Certificate of Incorporation of Healthsouth of Treasure Coast, Inc.
- 3.116 Bylaws of Healthsouth of Treasure Coast, Inc.
- 3.117 Certificate of Incorporation of Healthsouth of Utah, Inc.
- 3.118 Bylaws of Healthsouth of Utah, Inc.
- 3.119 Certificate of Incorporation of Healthsouth of York, Inc.
- 3.120 Bylaws of Healthsouth of York, Inc.
- 3.121 Certificate of Incorporation of Healthsouth of Yuma, Inc.
- 3.122 Bylaws of Healthsouth of Yuma, Inc.
- 3.123 Certificate of Incorporation of Healthsouth Properties Corporation
- 3.124 Bylaws of Healthsouth Properties Corporation
- 3.125 Certificate of Incorporation of Healthsouth Real Property Holding Corporation
- 3.126 Bylaws of Healthsouth Real Property Holding Corporation
- 3.127 Report of a Limited Partnership of Healthsouth Rehab CTR of New Hampshire, LTD.
- 3.128 Agreement and Certificate of LP of Healthsouth Rehab CTR. of New Hampshire, LTD.
- 3.129 Articles of Incorporation of Healthsouth Rehabilitation Center, Inc.
- 3.130 Bylaws of Healthsouth Rehabilitation Center, Inc.
- 3.131 Report of a Limited Partnership of Healthsouth Rehab Hospital of Arlington LP
- 3.132 Agreement and Certificate of LP of Healthsouth Rehab Hospital of Arlington LP
- 3.133 Certificate of Incorporation of Healthsouth Rehabilitation Hospital of Odessa
- 3.134 Bylaws of Healthsouth of Rehabilitation Hospital of Odessa, Inc.
- 3.135 Articles of Organization of Healthsouth Rehabilitation Institute of Tucson
- 3.136 Amended and Restated Limited Liability Company Agreement of Healthsouth
- 3.137 Certificate of Incorporation of Healthsouth S.c.of Portland, Inc.
- 3.138 Restated Bylaws of Healthsouth S.c.of Portland, Inc.
- 3.139 Certificate of Incorporation of Healthsouth S.c.of Scottdale-bell Road, Inc.
- 3.140 Bylaws of Healthsouth S.C. of Scottsdale-bell Road, Inc.
- 3.141 Articles of Incorporation of Healthsouth Specialty Hospital, Inc.
- 3.142 Bylaws of Healthsouth Specialty Hospital, Inc.
- 3.143 Certificate of Incorporation of Healthsouth Sub-acute Center of Mechanicsburg
- 3.144 Bylaws of Healthsouth Sub-acute Center of Mechanicsburg, Inc.
- 3.145 Certificate of Incorporation of Healthsouth Surgery Center of Fairfield, Inc.
- 3.146 Bylaws of Healthsouth Surgery Center of Fairfeild, Inc.
- 3.147 Certificate of Incorporation of Healthsouth Surgery Centers-west, Inc.
- 3.148 Bylaws of Healthsouth Surgery Centers-west, Inc.
- 3.149 Certificate of Incorporation of Healthsouth Surgical Center of Tuscaloosa, Inc
- 3.150 Bylaws of Healthsouth Surgical Center of Tuscaloosa, Inc.
- 3.151 Report of a Limited Partnership of Healthsouth Valley of the Sun Rehab Hospital
- 3.152 Agreement and Certificate of LP of Healthsouth Valley of the Sun Rehab Hospital
- 3.153 Charter of HSC of Beaumont, Inc.
- 3.154 Bylaws of HSC of Beaumont, Inc.
- 3.155 Articles of Incorporation of HVPG of California. Inc.
- 3.156 Bylaws of HVPG of California, Inc.
- 3.157 Articles of Incorporation of Lakeland Physicians Medical Building, Inc.
- 3.158 Bylaws of Lakeland Physicians Medical Building, Inc.
- 3.159 Certificate of Incorporation of Lakeshore System Services of Flordia, Inc.
- 3.160 Bylaws of Lakeshore System Services of Flordia, Inc.
- 3.161 Certificate of Assumed Name of Lakeview Rehabilitation Group Partners
- 3.162 Partnership Agreement of Lakeview Rehabilitation Group Partners
- 3.163 Articles of Incorporation of Little Rock-sc, Inc.
- 3.164 Bylaws of Little Rock-sc, Inc.
- 3.165 Restated Certificate of Incorporation of National Imaging Affiliates, Inc.
- 3.166 Amended and Restated Bylaws of National Imaging Affiliates, Inc.
- 3.167 Restated Certificate of Incorporation of National Surgery Centers, Inc.
- 3.168 Bylaws of National Surgery Centers, Inc.
- 3.169 Articles of Incorporation of Neuro Imaging Institute, Inc.
- 3.170 Bylaws of Neuro Imaging Institute, Inc.
- 3.171 Certificate of Organization of New England Rehabilitation Hospital, Inc.
- 3.172 Bylaws of New England Rehabilitation Hospital, Inc.
- 3.173 Articles of Incorporation of New England Rehabilitation Management Co., Inc.
- 3.174 Bylaws of New England Rehabilitation Management Co., Inc.
- 3.175 Articles of Incorporation of North Louisiana Rehabilitation Center, Inc.
- 3.176 Bylaws of North Louisiana Rehabilitation Center, Inc.
- 3.179 Certificate of Incorporation of NSC Connecticut, Inc.
- 3.180 Bylaws of NSC Connecticut, Inc.
- 3.181 Articles of Incorporatin of NSC Houston, Inc.
- 3.182 Bylaws of NSC Houston, Inc.
- 3.183 Certificate of Incorporation of NSC Seattle, Inc.
- 3.184 Bylaws of NSC Seattle, Inc.
- 3.186 Bylaws of Pacific Rehabilitation & Sports Medicine, Inc.
- 3.188 Bylaws of Rebound, Inc.
- 3.190 Restated Bylaws of Rehab Concepts Corp.
- 3.191 Restated Certificate of Incorporation of Rehab. Hospital Corp.of Americia, Inc.
- 3.192 Bylaws of Rehabilitation Hospital Corporation of Americia, Inc.
- 3.193 Certificate of Incorporation of the Rehabilitation Hospital of Colorado Springs
- 3.194 Bylaws of the Rehabilitation Hospital of Colorado Springs, Inc.
- 3.196 Restated Bylaws of Rehabilitation Hospital of Nevada-lasvegas, Inc.
- 3.197 Certificate of Limited Partnership of Rehabilitation Hospital of Nevada-lasvegas
- 3.198 Agreement of Limited Partnership of Rehab Hospital of Nevada-lasvegas, L..P.
- 3.199 Articles of Incorporation of Rehabilitation Hospital of Plano, Inc.
- 3.200 Bylaws of Rehabilitation Hospital of Plano, Inc.
- 3.201 Articles of Organization of Rehab Institute of Western Massachusetts, Inc.
- 3.202 Restated Bylaws of Rehabilitation Institute of Western Massachusetts, Inc.
- 3.203 Articles of Organization of Sarasota Ltac Properties, LLC
- 3.205 Certificate of Incorporation of Sca-roseland, Inc.
- 3.206 Bylaws of Sca-roseland, Inc.
- 3.207 Charter of Sca-dalton, Inc.
- 3.208 Bylaws of Sca-dalton, Inc.
- 3.209 Charter of Sca-shelby Development Corp.
- 3.210 Bylaws of Sca-shelby Development Corp.
- 3.211 Certificate of Incorporation of Selectrehab, Inc.
- 3.212 Amended and Restated Bylaws of Selectrehab, Inc.
- 3.213 Certificate of Incorporation of Sherwood Rehabilitation Hospital, Inc.
- 3.214 Bylaws of Sherwood Rehabilitation Hospital, Inc.
- 3.215 Articles of Incorporation of Southeast Texas Rehabilitation Hospital, Inc.
- 3.216 Bylaws of Southeast Texas Rehabilitation Hospital, Inc.
- 3.217 Certificate of Limited Partnership of Southern Arizona Regional Rehab Hospital
- 3.218 Agreement of LTD. Partnership of Southern Arizona Regional Rehab Hospital, L.P.
- 3.219 Certificate of Incorporation of Surgery Center Holding Corporatin
- 3.220 Bylaws of Surgery Center Holding Corporation
- 3.221 Restated Certificate of Incorporation of Surgical Care Affiliates, Inc.
- 3.222 Bylaws of Surgical Care Affiliates, Inc.
- 3.223 Restated Certificate of Incorporation of Surgical Health Corporation
- 3.224 Bylaws of Surgical Health Corporation
- 3.225 Certificate of Incorporation of Surgicare of Huntsville, Inc.
- 3.226 Bylaws of Surgicare of Huntsville, Inc.
- 3.227 Articles of Incorporation of Surgicare of Laguna Hills, Inc.
- 3.228 Bylaws of Surgicare of Laguna Hills, Inc.
- 3.229 Articles of Incorporation of Tarrant County Rehabilitation Hospital, Inc.
- 3.230 Bylaws of Tarrant County Rehabilitation Hospital, Inc
- 3.231 Certificate of Limited Partnership of Terre Haunte
- 3.232 Agreement of Limited Partnership of Terre Haute Regional Rehab Hospital, L.P.
- 3.233 Certificate of Incorporation of Terre Haute Rehab Hospital, Inc.
- 3.234 Bylaws of Terre Haute Rehabilitation, Inc.
- 3.235 Articles of Incorporation of Tyler Rehabililitation Hospital, Inc.
- 3.236 Bylaws of Tyler Rehabilitation Hospital, Inc.
- 3.237 Certificate of Limited Partnership of Western Medical Rehab Associates, L.P.
- 3.239 Certificate of Incorporation of Western Neuro Care, Inc.
- 3.240 Bylaws of Western Neuro Care, Inc.
- 23.1 Consent of Pricewaterhousecoopers LLP
- 25.1 Form T-1 Statement of Eligibility of the Bank of Nova Scotia Trust
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Others
- 99.3 Form of Letter to Clients
- COVER Cover
Exhibit 3.175
ARTICLES OF INCORPORATION
OF
NORTH LOUISIANA REHABILITATION CENTER, INC.
A Louisiana Corporation
We, the undersigned, being persons capable of contracting
for the purpose of forming a corporation pursuant to
Chapter I of Title 12 of the Louisiana Revised Statutes,
do hereby confect these Articles of Incorporation
(the “Articles”) and for such purpose certify that:
Article I
NAME
The name of this corporation is North Louisiana Rehabilitation Center, Inc. (the “Company”).
Article II
INCORPORATORS
The Incorporators’ names are Danielle Lombardo Trostorff, whose municipal address is 400 Poydras Street, Suite 2500, New Orleans, Louisiana 70130 and H. Dillon Murchison whose municipal address is 400 Poydras Street, Suite 2500, New Orleans, Louisiana 70130.
Article III
PURPOSE
The Company is organized for the purpose of doing any and all things that corporations are authorized or empowered to do under Louisiana law, including, without limitation, operating a comprehensive medical rehabilitation hospital which will provide rehabilitative health care services to patients with physically-based illnesses and disabilities. In connection therewith, the Company may provide other services to such persons incidental to primary treatment, provide other services on both an in-patient and out-patient basis such as are customary for similar hospitals to provide, carry on medical research related to the types of care and treatment rendered, maintain a close working relationship with any other hospital, university or organization in order to minimize the duplication of services and, in general, do all things necessary or desirable, or which are customary for similar hospitals, to accomplish the foregoing purposes including, without limitation, the owning and/or leasing of real property, medical and diagnostic equipment and other necessary supplies and equipment.
Article IV
CAPITAL STOCK
4.01 Authorized Stock.
The Company shall issue common stock only and shall have authority to issue fifty-five thousand nine hundred (55,900) shares of common stock, of which four thousand nine hundred (4,900) shares will be designated Class A, $.01 par value, and fifty-one thousand (51,000) shares designated Class B, $.01 par value.
4.02 Interest in Distributions. Each share of a class of stock shall participate ratably with each other share of the same class in all dividends and distributions. All dividends and distributions shall be distributed one-half (1/2) to Class A holders and one-half (1/2) to Class B holders.
4.03 Regulatory Approvals. Where the approval of DHHR is required by law, rule or regulation prior to authorization or issuance of the Company’s stock, no stock may be authorized or issued until such approval has been obtained. Any stock issued without such approval shall have no legal force or effect.
4.04 No Preemptive Rights. Shareholders shall not have preemptive rights to subscribe for or acquire any shares of the Company.
4.05 Expense Reimbursement. The Company shall reimburse the Incorporators for all reasonable charges, fees and expenses incurred by them incident to organization of the Company.
Article V
SHAREHOLDER VOTING AND CONSENTS
5.01 Vote Required. Except where a greater number expressly is required by (i) law, (ii) these Articles, or (iii) the Company’s By-Laws, and except where a Vote of Class B Shareholders (in addition to a Vote of Class A Shareholders) is required by (i) law, (ii) these Articles, or (iii) the Company’s By-Laws, the vote of shareholders holding a majority or more of the Class A shares present in person or by proxy at any meeting at which a quorum is present, or voting by means of written consent in accordance with the requirements of 5.02, is required and sufficient to make such decisions submitted to shareholder vote. The presence in person or by proxy of fifty-one (51%) percent or more of each class of shares entitled to vote at such meeting shall constitute a quorum. As to all matters upon which a class of shares may vote, each share of a class shall have one vote per share.
5.02 Shareholders’ Consents. Whenever the affirmative vote of any class of shareholders is required to authorize or constitute action by the Company, the consent in writing to such action signed by shareholders holding that proportion of the total voting power of the class, on the question, which is required by (i) law, (ii) these Articles, or (iii) the Company’s By-Laws, (whichever requirement is higher), shall be sufficient for the purpose, without necessity of a meeting of shareholders. However, any written
2
consent given by less than all the shareholders of a class shall be valid only if all shareholders of such class were given due notice of and opportunity to consider the matter thus raised and to make an informed decision to give or withhold consent.
Article VI
DIRECTORS
6.01 Classes of Directors. The Company shall have two classes of Directors: Continuing Directors and Special Directors. Special Directors may be elected by the holder of Class B shares only upon the occurrence, or failure to occur, of certain events, as provided for in the By-Laws, and shall hold office only so long as therein provided. Directors need not be shareholders. Other matters concerning Continuing and Special Directors are set forth in the By-Laws.
6.02 Continuing Directors. Except when Special Directors have been duly elected and are holding office, all the corporate powers of the Company shall be vested in and exercised by a Board of Continuing Directors elected by the holders of Class A shares, which shall consist of the number of Directors set from time to time by resolution of the Continuing Directors, which number shall not be less than three (3) nor more than fifteen (15), except that whenever the Corporation has fewer than three (3) Shareholders there need be only as many Directors as there are Shareholders.
6.03 Absent Directors. Any Director absent from a meeting of the Board of Directors (whether composed only of Continuing Directors or both Continuing and Special Directors) or any committee thereof may be represented by any other Director or a shareholder, who may cast the vote of the absent Director according to the written instructions, general or special, of the absent Director. The appearance by any Director at any meeting shall constitute a waiver of any lack of notice of such meeting to such Director.
Article VII
REVERSIONS
Cash, property or share dividends, shares issuable to shareholders in connection with a reclassification of stock, and the redemption price of redeemed shares, which are not claimed by the shareholders entitled thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Company to pay the dividend or redemption price or deliver the certificates for the share(s) to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Company, and the Company’s obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided, that the Board of Directors may, at any time, for any reason satisfactory to it, but need not, authorize (i) payment of the amount of any cash or property dividend or redemption price or (ii) issuance of any shares, ownership of which has reverted to the Company pursuant to this Article, to the person or entity who or which would be entitled thereto had such reversion not occurred.
3
Article VIII
AMENDMENT OF ARTICLES AND BY-LAWS
Any amendment to or revocation of the Company’s Articles or By-Laws shall require the affirmative vote of (i) shareholders owning a majority or more of the Class A shares, (ii) shareholders owning two-thirds (2/3) or more of the Class B shares. An amendment to or revocation of the Articles or By-Laws may be proposed by any Director, Officer or holder of the Company’s stock and may be voted upon at any annual or special meeting, provided that reference to the proposed amendment or revocation is set forth in the meeting notice.
Article IX
DURATION OF EXISTENCE
The Corporation shall exist in perpetuity, except that it shall be dissolved or liquidated immediately if the DHHR Approval expires prior to the completion of the Facility in accordance with the Approval, applicable laws and DHHR regulations.
Article X
DIRECTOR’S INDEMNITY
The Corporation shall indemnify Directors and Officers of the Corporation to the fullest extent allowed under the provisions of L.S.A.-R.S. 12:83, as amended from time to time.
4
In Witness Whereof, we the undersigned have set our hands to these Articles of Incorporation of North Louisiana Rehabilitation Center, Inc. on this 4th day of March 1987.
/s/ H. Dillon Murchison |
H. Dillon Murchison Incorporator |
/s/ Danielle L. Trostorff |
Danielle L. Trostorff Incorporator |
5
ACKNOWLEDGMENT OF ARTICLES OF INCORPORATION
State of Louisiana | § | |
§ | ||
Parish of Orleans | § |
I HEREBY CERTIFY that before me, the undersigned authority, duly commissioned and qualified to so act in and for the jurisdiction above stated, personally came and appeared H. Dillon Murchison, known to me to be the person who signed the foregoing Articles of Incorporation of North Louisiana Rehabilitation Center, Inc. as Incorporator, and who being by me duly sworn, did acknowledge and declare, in the presence of the two competent witnesses who have signed below, that he signed the said instrument as his free act and deed for the purposes therein mentioned.
IN WITNESS WHEREOF, the said appearer, witnesses and I have hereunto affixed our signatures on this 4th day of March, 1987.
WITNESSES:
/s/ [unreadable] | /s/ H. Dillon Murchison | |||
H. DILLON MURCHISON | ||||
/s/ Evelyn J. Breaux | ||||
/s/ Ricardo M. Quechara | ||||
Notary Public |
ACKNOWLEDGMENT OF ARTICLES OF INCORPORATION
State of Louisiana | § | |
§ | ||
Parish of Orleans | § |
I HEREBY CERTIFY that before me, the undersigned authority, duly commissioned and qualified to so act in and for the jurisdiction above stated, personally came and appeared Danielle Lombardo Trostorff, known to me to be the person who signed the foregoing Articles of Incorporation of North Louisiana Rehabilitation Center, Inc. as Incorporator, and who being by me duly sworn, did acknowledge and declare, in the presence of the two competent witnesses who have signed below, that she signed the said instrument as her free act and deed for the purposes therein mentioned.
IN WITNESS WHEREOF, the said appearer, witnesses and I have hereunto affixed our signatures on this 4th day of March, 1987.
WITNESSES:
/s/ [unreadable] | /s/ Danielle Lombardo Trostorff | |||
DANIELLE LOMBARDO TROSTORFF | ||||
/s/ Evelyn J. Breaux | ||||
/s/ Ricardo M. Quechara | ||||
Notary Public |