Exhibit 3.45
FILED - Arkansas Secretary of State #10016/968 02/1/1999 00:
CERTIFIED COPY
ARTICLES OF ORGANIZATION OF MEDUCARE TRANSPORT, L.L.C. | BY | FILED CORPORATIONS DIVISION 167968 99 FEB 17 PM 1:19
SHAHON PRIEST SECRETARY OF STATE STATE OF ARKANSAS
/s/ Shahon Priest |
These Articles of Organization of Meducare Transport, L.L.C. are hereby executed and filed in accordance with the Small Business Entity Tax Pass Through Act, Act 1003 of 1993.
1. Name. The name of the limited liability company shall be Meducare Transport, L.L.C.
2. Registered Office and Agent.The agent for service of process shall be Danette Stewart. The address of the agent and the registered office of the limited liability company is 1201 S. Gee Street, Jonesboro, Arkansas 72401.
3. Termination.Unless earlier dissolved by the agreement of the members or pursuant to the terms of the operating agreement, the limited liability company shall terminate at midnight on December 31, 2049.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization this 15th day of February, 1999.
| /s/ Danette Stewart |
| Danette Stewart |
| Organizer and Registered Agent |
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Arkansas Secretary of State - Document No.: 6044070002 - Date Filed: 08-09-2006 10:37 AM - Total Pages: 1
[SEAL] | Arkansas Secretary of State | |||
State CapitolŸ Little Rock, Arkansas 72201-1094
| ||||
| Charlie Daniels | 501-682-3409Ÿ www.sosweb.state.ar.us |
CERTIFIED COPY
NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH
MARK ENTITY TYPE
¨ Corporation-Profit | ¨ General Partnership | ¨ Limited Liability Limited Partnership | ||
¨ Corporation-Non Profit | ¨ Limited Partnership | |||
x Limited Liability Company | ¨ Limited Liability Partnership |
Pursuant to the Laws of the State of Arkansas, the undersigned submits the following statement for the purpose of changing its registered office or its registered agent, or both in the State of Arkansas. If this statement reflects a change of registered office, this form must be accompanied by notice of such change to any and all applicable entities.
| 1. | Name of corporation: MEDUCARE TRANSPORT, LLC |
| 2. | Is the entity:x Domestic or ¨ Foreign | Name of Tax Contact: | J Mack Nunn | |||
| 1705 Capital of Texas Hwy South, Ste 400 | ||||||
| Austin, TX 78746 |
| 3. | Street address of registered office changing from: | 1201 S. Gee Street | ||
| Street Address | ||||
| Jonesboro, AR 72401 | ||||
| City, State, Zip |
| 4. | Street address to which registered office changing: | 425 W. Capitol Ave., Suite 1700 | ||
| Street Address | ||||
| Little Rock, AR 72201 | ||||
| City, State, Zip |
(The address of the registered office and the business address of the registered agent must be identical.)
| 5. | Name of registered agent changing from: Danette Stewart To: The Corporation Company |
I, THE CORPORATION COMPANY hereby consent serve as registered agent for this entity.
| /s/ John J. Linnihan |
| Successor Agent |
| John J. Linnihan Asst Secy |
A letter of consent from successor agent may be substituted in lieu of this signature.
A copy bearing the file marks of the Secretary of State shall be returned.
If this entity is a corporation governed by Act 576 of 1965 such change must be filed with the County Clerk of the County in which its registered office is located, unless the registered office is located in Pulaski County, in which event no filing with the County Clerk is required.
I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or imprisonment up to 30 days.
| /s/ J. Mack Nunn, Secretary |
| Signature and Title of Authorized Officer |
Dated: 7/29/06
Fee For Corporation or Limited Liability Company • $25.00
| Fee For General Partnership, Limited Partnership, Limited Liability Partnership or Limited Liability Limited Partnership - $15.00 | DO-3/DN-04/F-06/“ALL” Rev.4/06 |
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Arkansas Secretary of State - Document No.: 6046000009 - Date Filed: 08-09-2006 03:56 PM - Total Pages: 1
CERTIFIED COPY
| [SEAL] | Arkansas Secretary of State | |||
| Charlie Daniels |
State Capitol • Little Rock, Arkansas 72201-1094 501-682-3409 • www.sos.arkansas.gov | |||
INSTRUCTIONS:File with the Secretary of State’s Office, Business Services Division, State Capitol, Little Rock, Arkansas 72201-1094. A copy will be returned to the entity and must be filed with the County Clerk in the county in which the entity’s registered office is located (unless registered office is in Pulaskl County).
APPLICATION FOR FICTITIOUS NAME
Select entity type: | ¨ For-Profit Corporation ($25.00 fee) | ¨ Nonprofit Corporation | ||
| ¨ General Partnership | ¨ Limited Partnership ($15.00 fee) | |||
| x LLC ($25.00 fee) | ¨ LLP ($15.00 fee) | |||
| ¨ LLLP ($15.00 fee) |
Pursuant to the provisions of Arkansas law, the undersigned entity hereby applies for the use of a fictitious name and submits herewith the following statement:
| 1. | The fictitious name under which the business is being, or will be, conducted by this entity is: |
ASCENT
| 2. | The character of the business being, or to be, conducted under such fictitious name is: |
Medical, behavioral, nutritional, physical, occupational, and
audiology services for children
| 3. | a) The entity name of the applicant and its date of qualification in Arkansas: |
Meducare Transport, LLC
| b) | The entity isx domestic ¨ foreign (state of domestic registration) |
| c) | The location (city and street address) of the registered office of the applicant entity in Arkansas is: |
425 W. Capitol Ave., Suite 1700, Little Rock, Arkansas 72201
Street City State ZIP Code
I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or imprisonment up to 30 days.
Authorizing Officer | J. MACK NUNN | |||||
| (Type or Print) | ||||||
Authorized Signature: | /s/ J.Mack Nunn | Title: Secretary | ||||
| (Chairman, Partner or other authorized person) | ||||||
Address: | 1701 Capitol of Texas Highway South, Ste 400, Austin, TX 78746 | |||||
Fee: see top of page | DN-18/F-18/Rev. 4/06 |
CERTIFIED COPY
Arkansas Secretary of State - Document No.: 6046000010 - Date Filed: 08-09-2006 03:56 PM - Total Pages: 1
CERTIFIED COPY
| [SEAL] | Arkansas Secretary of State | |||
| Charlie Daniels |
State Capitol • Little Rock, Arkansas 72201-1094 501-682-3409 • www.sos.arkansas.gov | |||
INSTRUCTIONS: File with the Secretary of State’s Office, Business Services Division, State Capitol, Little Rock, Arkansas 72201-1094. A copy will be returned to the entity and must be filed with the County Clerk in the county in which the entity’s registered office is located (unless registered office is in Pulaski County).:
APPLICATION FOR FICTITIOUS NAME
Select entity type: | ¨ For-Profit Corporation ($25.00 fee) | ¨ Nonprofit Corporation | ||
| ¨ General Partnership | ¨ Limited Partnership ($15.00 fee) | |||
| x LLC ($25.00 fee) | ¨ LLP ($15.00 fee) | |||
| ¨ LLLP ($15.00 fee) |
Pursuant to the provisions of Arkansas law, the undersigned entity hereby applies for the use of a fictitious name and submits herewith the following statement:
| 1. | The fictitious name under which the business is being, or will be, conducted by this entity is: |
ASCENT CHILDREN’S HEALTH SERVICES
| 2. | The character of the business being, or to be, conducted under such fictitious name is: |
Medical, behavioral, nutritional, physical, occupational, and
audiology services for children
| 3. | a) The entity name of the applicant and its date of qualification in Arkansas: |
Meducare Transport, LLC
| b) | The entity isx domestic ¨ foreign (state of domestic registration) |
| c) | The location (city and street address) of the registered office of the applicant entity in Arkansas is: |
425 W. Capitol Ave., Suite 1700, Little Rock, Arkansas 72201
Street City State ZIP Code
I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or imprisonment up to 30 days.
Authorizing Officer | J. MACK NUNN | |||||
| (Type or Print) | ||||||
Authorized Signature: | /s/ J. Mack Nunn Title: Secretary | |||||
| (Chairman, Partner or other authorized person) | ||||||
Address: | 1701 Capitol of Texas Highway South, Ste 400, Austin, TX 78746 | |||||
Fee: see top of page | DN-18/F-18/Rev. 4/06 |
CERTIFIED COPY
FILED - Arkansas secretary or State #80008/3/5 01/09/2008 13:
CERTIFIED COPY
| [SEAL] | Arkansas Secretary of State
| |||
| Charlie Daniels | State Capitol • Little Rock, Arkansas 72201-1094 501-682-3409 • www.sos.arkansas.gov | |||
Business & Commercial Services, 250 Victory Building, 1401 W. Capitol, Little Rock | ||||
NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION
(PLEASE TYPE OR PRINT CLEARLY IN INK)
| 1. | a. Current Name of Commercial Registered Agent: The Corporation Company |
| b. New name of Commercial Registered Agent: The Corporation Company |
| 2. | a. Current address on file: 425 West Capitol Avenue |
Street Address
| Suite 1700 Little Rock, AR 72201 |
| Street Address Line 2 | City, State Zip |
| b. New address: 124 West Capitol Avenue |
Street Address
| Suite 1400 Little Rock, AR 72201-3736 |
| Street Address Line 2 | City, State Zip |
| 3. | a. Jurisdiction / type of organization: Business Corporation |
| b. New jurisdiction /new type of organization: |
| 4. | Attach a listing of ALL entities effected by the above change(s). |
A commercial registered agent shall promptly furnish each entity it represents with notice of the filing of a statement of change.
I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or imprisonment up to 30 days.
Executed this 27th day of December, 2007.
| /s/ Marie Hauer, Asst. Secy. | MARIE HAUER | |||
| Signature and Title of Authorized Individual | Printed Name of Authorized Individual |
| NO FEE | CRA-CF Rev. 08/07 |
CERTIFIED COPY
FILED - Arkansas Secretary or State #10016/968 06/27/2008 15:
CERTIFIED COPY
| [SEAL] | Arkansas Secretary of State
| |||
| Charlie Daniels | State Capitol • Little Rock, Arkansas 72201-1094 501-682-3409 • www.sos.arkansas.gov | |||
Business & Commercial Services, 250 Victory Building, 1401 W. Capitol, Little Rock | ||||
NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION
(PLEASE TYPE OR PRINT-CLEARLY IN INK)
| 1. | a. Current Name of Commercial Registered Agent: THE CORPORATION COMPANY |
| b. New name of Commercial Registered Agent: THE CORPORATION COMPANY |
| 2. | a. Current address on file: 124 West Capitol Avenue |
Street Address
| Suite 1400 Little Rock, AR 72201- 3736 |
| Street Address Line 2 | City, State Zip |
| b. New address: 124 West Capitol Avenue |
Street Address
| Suite 1900 Little Rock, AR 72201 |
| Street Address Line 2 | City, State Zip |
| 3. | a. Jurisdiction / type of organization: BUSINESS CORPORATION |
| b. New jurisdiction /new type of organization: |
| 4. | Attach a listing of ALL entities effected by the above change(s). |
A commercial registered agent shall promptly furnish each entity it represents with notice of the filing of a statement of change.
I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or imprisonment up to 30 days.
Executed this 28th day of April, 2008.
| /s/ Marie Hauer, Asst. Secy. | MARIE HAUER | |||
| Signature and Title of Authorized Individual | Printed Name of Authorized Individual |
| NO FEE | CRA-CF Rev. 08/07 |
CERTIFIED COPY