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- S-4/A Registration of securities issued in business combination transactions
- 3.150 La Amistad Residential Treatment Center, LLC Articles of Organization.
- 3.151 La Amistad Residential Treatment Center, LLC Amended and Restated Agreement
- 3.152 Lancaster Hospital Corporation Articles of Incorporation.
- 3.153 Bylaws of Lancaster Hospital Corp.
- 3.154 Layrel Oaks Behavioral Health Center, Inc. Certificate of Incorporation
- 3.155 Amended and Restated Bylaws of Laurel Oaks Behavioral Health Center, Inc.
- 3.156 Lebanon Hospital Partners, LLC Certificate of Formation.
- 3.157 Lebanon Hospital Partners, LLC Amended and Restated Agreement.
- 3.158 Manatee Memorial Hospital, L.P. Certificate of Limited Partnership and Amendment
- 3.159 Agreement of Limited Partenership of Manatee Memorial Hospital, L.P.
- 3.160 Mcallen Hospitals, L.P. Certificate of Limited Partnership and Amendments
- 3.161 Agreement of Limited Partnership and Amendments Thereto of Mcallen Hospitals LP
- 3.162 Mcallen Medical Center, Inc Certificate of Incorporation and Amendments
- 3.163 Bylaws of Mcallen Medical Center, Inc
- 3.164 Merion Building Management, Inc Certificate of Incorporation and Amendments
- 3.165 Bylaws of Merion Building Management, Inc
- 3.166 Merridell Achievement Center, Inc Articles of Incorporation and Amendments
- 3.167 Amended and Restated Bylaws of Merridell Achievement Center, Inc
- 3.168 Michigan Psychiatric Services, Inc Articles of Incorporation and Amendments
- 3.169 Amended and Restated Bylaws of Michigan Psychiatric Services, Inc
- 3.170 Neuro Institute of Austin, L.P. Certificate of Limited Partnership and Amendment
- 3.171 Amended and Restated Agreement of Limited Partnership of Neuro Institute
- 3.172 North Spring Behavioral Healthcare, Inc Charter and Amendments
- 3.173 Amended and Restated Bylaws of North Spring Behavioral Healthcare, Inc
- 3.174 Northern Indiana Partners, LLC Certificate of Formation.
- 3.175 Northern Indiana Partners, LLC Amended and Restated Operating Agreement.
- 3.176 Northwest Texas Healthcare System, Inc. Articles of Incorporation and Amendments
- 3.177 Bylaws of Northwest Texas Healthcare System, Inc.
- 3.178 Oak Plains Academy of Tennessee, Inc Charter and Amendments
- 3.179 Amended and Restated Bylaws of Oak Plains Academy of Tennessee, Inc.
- 3.180 Ocala Behavioral Health, LLC Certificate of Formation and Amendments
- 3.181 Ocala Behavioral Health, LLC Amended and Restated Operating Agreement.
- 3.182 Palmetto Behavioral Health Holdings, LLC Certificate of Formation and Amendments
- 3.183 Palmetto Behavioral Health Holdings, LLC Amended and Restated Operating
- 3.184 Palmetto Behavioral Health System, L.L.C. Articles of Organization.
- 3.185 Palmetto Behavioral Health System, LLC Amended and Restated Operating Agreement
- 3.186 Palmetto Lowcountry Behavioral Health, LLC Articles of Organization.
- 3.187 Palmetto Lowcountry Behavioral Health LLC Amended and Restated Operating
- 3.188 Park Healthcare Company Charter and Amendments Thereto.
- 3.189 Bylaws of Park Healthcare Company.
- 3.190 Pendleton Methodist Hospital LLC Certificate of Formation
- 3.191 Pendleton Methodist Hospital LLC Operating Agreement and Amendments
- 3.192 Pennsylvania Clinical Schools, Inc. Articles of Incorporation.
- 3.193 Amended and Restated Bylaws of Pennsylvania Clinical Schools, Inc
- 3.194 Premier Behavioral Solutions of Florida, Inc. Certificate of Incorporation
- 3.195 Amended and Restated Bylaws of Premier Behavioral Solutions of Florida, Inc
- 3.196 Premier Behavioral Solutions, Inc Restated Certificate of Incorporation
- 3.197 Amended and Restated Bylaws of Premier Behavioral Solutions, Inc.
- 3.198 Psi Surety, Inc. Articles of Domestication.
- 3.199 Amended and Restated Bylaws of Psi Surety, Inc.
- 3.200 PSJ Acquisition, LLC Articles of Organization.
- 3.201 PSJ Acquisition, LLC Amended and Restated Operating Agreement
- 3.202 Psychiatric Solutions Hospitals, LLC Certificate of Formation and Amendments
- 3.203 Psychiatric Solutions Hospitals, LLC Amended and Restated Operating Agreement.
- 3.204 Psychiatric Solutions of Virginia, Inc Charter and Amendments Thereto.
- 3.205 Amended and Restated Bylaws of Psychiatric Solutions of Virginia, Inc
- 3.206 Psychiatric Solutions, Inc Amended and Restated Certificate of Incorporation
- 3.207 Amended and Restated Bylaws of Psychiatric Solutions, Inc.
- 3.208 Ramsay Managed Care, LLC Certificate of Formation.
- 3.209 Ramsay Managed Care, LLC Amended and Restated Operating Agreement.
- 3.210 Ramsay Youth Services of Georgia, Inc Certificate of Incorporation.
- 3.211 Amended and Restated Bylaws of Ramsey Youth Services of Georgia, Inc.
- 3.212 River Oaks, Inc Restatement of Restated Articles of Incorporation.
- 3.213 Amended and Restated Bylaws of River Oaks, Inc.
- 3.214 Riveredge Hospital Holdings, Inc Certificate of Incorporation and Amendments
- 3.215 Amended and Restated Bylaws of Riveredge Hospital Holdings, Inc.
- 3.216 Rolling Hills Hospital, LLC Articles of Organization
- 3.217 Rolling Hills Hospital, LLC Amended and Restated Operating Agreement
- 3.218 Samson Properties, LLC Articles of Organization.
- 3.219 Samson Properties, LLC Amended and Restated Operating Agreement.
- 3.220 Shadow Mountain Behavioral Health System, LLC Certificate of Formation
- 3.221 Shadow Mountain Behavioral Health System, LLC Amended and Restated Agreement
- 3.222 SHC-KPH, LP Certificate of Limited Partnership and Amendments Thereto.
- 3.223 SHC-KPH, LP Amended and Restated Agreement of Limited Partnership.
- 3.224 Southeastern Hospital Corp Charter
- 3.225 Bylaws of Southeastern Hospital Corp.
- 3.226 SP Behavioral, LLC Articles of Organization.
- 3.227 SP Behavioral, LLC Amended and Restated Operating Agreement.
- 3.228 Sparks Family Hospital, Inc Articles of Incorporation and Amendments
- 3.229 Bylaws of Sparks Family Hospital, Inc.
- 3.230 Springfield Hospital, Inc. Certificate of Incorporation.
- 3.231 Amended and Restated Bylaws of Springfield Hospital, Inc.
- 3.232 Stonington Behavioral Health, Inc. Certificate of Incorporation.
- 3.233 Amended and Restated Bylaws of Stonington Behavioral Health, Inc.
- 3.234 Summit Oaks Hospital, Inc Certificate of Incorporation and Amendments
- 3.235 Amended and Restated Bylaws of Summit Oaks Hospital, Inc.
- 3.236 Sunstone Behavioral Health, LLC Certificate of Formation.
- 3.237 Sunstone Behavioral Health, LLC Amended and Restated Operating Agreement.
- 3.238 TBD Acquisition, LLC Certificate of Formation and Amendments
- 3.239 TBD Acquisition, LLC Amended and Restated Operating Agreement.
- 3.240 TBJ Behavioral Center LLC Certificate of Formation and Amendments
- 3.241 TBJ Behavioral Center LLC Amended and Restated Operating Agreement.
- 3.242 Tennessee Clinical Schools, LLC Articles of Organization.
- 3.243 Tennessee Clinical Schools, LLC Amended and Restated Agreement
- 3.244 Texas Cypress Creek Hospital, LP Certificate of Limited Partnership
- 3.245 Amended and Restated Agreement of Limited Partnership of Texas Cypress Creek
- 3.246 Texas Hospital Holdings, Inc Certificate of Incorporation and Amendments
- 3.247 Texas Hospital Holdings, Inc Amended and Restated Bylaws.
- 3.248 Texas Laurel Ridge Hospital, LP Certificate of Limited Partnership.
- 3.249 Amended and Restated Agreement of Limited Partnership of Texas Laurel Ridge
- 3.250 Texas San Marcos Treatment Center, LP Certificate of Limited Partnership.
- 3.251 Amended and Restated Agreement of Limited Partnership of Texas San Marcos
- 3.252 Texas West Oaks Hospital, LP Certificate of Limited Partnership and Amendments
- 3.253 Amended and Restated Agreement of Limited Partnership of Texas West Oaks
- 3.254 the Arbour, Inc Articles of Organization and Amendments Thereto.
- 3.255 Amended and Restated Bylaws of the Arbour, Inc.
- 3.256 the Bridgeway, Inc Articles of Incorporation and Amendments Thereto.
- 3.257 Amended and Restated Bylaws of the Bridgeway, Inc.
- 3.258 the National Deaf Academy, LLC Articles of Organization and Amendments Thereto.
- 3.259 the National Deaf Academy, LLC Amended and Restated Operating Agreement.
- 3.260 the Pines Residential Treatment Center, Inc Articles of Incorporation
- 3.261 Amended and Restated Bylaws of the Pines Residential Treatment Center, Inc.
- 3.262 Three Rivers Behavioral Health, LLC Restated Articles of Organization.
- 3.263 Three Rivers Behavioral Health, LLC Amended and Restated Operating Agreement.
- 3.264 Three Rivers Healthcare Group, LLC Restated Articles of Organization.
- 3.265 Three Rivers Healthcare Group, LLC Amended and Restated Operating Agreement.
- 3.266 Toledo Holding Co. LLC Certificate of Formation.
- 3.267 Toledo Holding Co. LLC Amended and Restated Operating Agreement.
- 3.268 Turning Point Care Center, Inc Articles of Incorporation and Amendments Thereto.
- 3.269 Amended and Restated Bylaws of Turning Point Care Center, Inc.
- 3.270 Two Rivers Psychiatric Hospital, Inc Certificate of Incorporation and Amendments
- 3.271 Amended and Restated Bylaws of Two Rivers Psychiatric Hospital, Inc.
- 3.272 Uhs Children Services, Inc Certificate of Incorporation.
- 3.273 Bylaws of Uhs Children Services, Inc.
- 3.274 Uhs Holding Company, Inc Articles of Incorporation.
- 3.275 Bylaws of Uhs Holding Company, Inc.
Exhibit 3.214
CERTIFICATE OF INCORPORATION
OF
AERIES HEALTHCARE CORPORATION
This is to certify that, there is hereby organized a corporation under and by virtue of the General Corporation Law of the State of Delaware:
ARTICLE I
CORPORATE NAME
The name of the corporation is Aeries Healthcare Corporation (the “Corporation”).
ARTICLE II
PURPOSE OF CORPORATION
The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE III
CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall have authority to issue is Two Thousand Five Hundred (2,500) shares of Common Stock, par value $.01 per share.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, and the Corporation’s registered agent at such address is The Corporation Trust Company.
ARTICLE V
NAME AND ADDRESS OF INCORPORATOR
The name and address of the incorporator of the Corporation is:
Name | Address | |||||
Paul T. Colella | P.O. Box 190 125 Half Mile Road Middletown, New Jersey 07748 |
STATE OF DELAWARE | ||||
SECRETARY OF STATE | ||||
DIVISION OF CORPORATIONS | ||||
FILED 01:20 PM 09/09/1999 | ||||
991377217 - 3094970 |
ARTICLE VI
BOARD OF DIRECTORS
The initial Board of Directors of the Corporation shall consist of one (1) director and the name and address of the person who is to serve as the initial director until his successor is elected and qualifies is set forth below:
Name | Address | |||||
Mark R. Russell | 1763 East Route 70 Cherry Hill, New Jersey 08003 |
The election and term of office of all directors of the Corporation subsequent to the election and term of the initial director shall be determined in accordance with the By-laws of the Corporation.
ARTICLE VII
ELECTION OF DIRECTORS
Unless and except to the extent that the By-laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
ARTICLE VIII
AMENDMENT OF BY-LAWS
The Board of Directors of the Corporation shall have the power to adopt, amend or repeal the By-laws.
ARTICLE IX
LIMITATION ON DIRECTORS’ LIABILITY
No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment,
ARTICLE X
RESERVATION OF POWER TO AMEND CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF,the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this Certificate of Incorporation this 9th day of September, 1999.
WITNESS: | ||||
/s/ Caroline D. Jacobsen | /s/ Paul T. Colella | |||
CAROLINE D. JACOBSEN | PAUL T. COLELLA |
[ILLEGIBLE]
State of Delaware | ||||
Secretary of State | ||||
Division of Corporations | ||||
Delivered 07 : 39 PM 03/30/2006 | ||||
FILED 07:39 PM 03/30/2006 | ||||
SRV 060304999 - 3094970 FILE |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
AERIES HEALTHCARE CORPORATION
Aeries Healthcare Corporation (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
1. The name of the corporation is Aeries Healthcare Corporation.
2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following:
“FIRST: The name of the corporation is Riveredge Hospital Holdings, Inc. (the “Corporation”).”
3. This amendment to the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
4. This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.
Dated this 15th day of March, 2006.
Aeries Healthcare Corporation |
/s/ Christopher L. Howard |
Christopher L. Howard |
Vice President |
1174508.2