Exhibit 3.9
ARTICLES OF INCORPORATION OF
ENCORE MEDICAL ASSET CORPORATION
A NEVADA CORPORATION
The undersigned, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Nevada Revised Statutes, hereby adopts the following Articles of Incorporation:
ARTICLE ONE
NAME
The name of the corporation is Encore Medical Asset Corporation (the “Corporation”).
ARTICLE TWO
AGENT FOR PROCESS
The street address of the Corporation’s initial registered office is 639 Isbell Road, Suite 390, Reno, Nevada 89509, and the name of its initial registered agent at such address is Griffin Corporate Services, Inc.
ARTICLE THREE
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall have authority to issue is fifty thousand (50,000) common shares with a par value of $0.001 per share.
ARTICLE FOUR
DIRECTORS
The number of directors constituting the Corporation’s first Board of Directors is three (3), the names and addresses of whom are as follows:
Name | | Address |
| | |
Kenneth W. Davidson | | 9800 Metric Boulevard
Austin, Texas 78758 |
| | |
Harry L. Zimmerman | | 9800 Metric Boulevard
Austin, Texas 78758 |
August Faske | | 9800 Metric Boulevard
Austin, Texas 78758 |
ARTICLE FIVE
PURPOSE
The purpose for which the Corporation is organized is to engage in any activity in which corporations may lawfully engage under the laws of the State of Nevada.
ARTICLE SIX
ACTION OF SHAREHOLDERS WITHOUT A MEETING
Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.
ARTICLE SEVEN
RIGHT TO AMEND
The Corporation reserves the right to amend and repeal any provision contained in the Articles of Incorporation in a manner consistent with the Nevada Revised Statutes. All rights herein conferred are granted subject to this reservation.
ARTICLE EIGHT
EXEMPTION OF DIRECTORS FROM LIABILITY
A directors of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except to the extent that any applicable law may prevent such director from being relieved of such personal liability. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation of the personal liability of a director of the Corporation existing at the time of such repeal or modification.
2
ARTICLE NINE
INCORPORATOR
The name and address of the incorporator of the Corporation is:
Name | | Address |
| | |
Harry L. Zimmerman | | 9800 Metric Boulevard
Austin, Texas 78758 |
IN WITNESS WHEREOF, the undersigned being the incorporator for the purpose of forming a Corporation under the laws of the State of Nevada has executed these Articles of Incorporation on this the 25th day of October, 2001.
| /s/ Harry L. Zimmerman | |
| Harry L. Zimmerman, Incorporator |
3
