Exhibit 3.59
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
State of Indiana
Office of the Secretary of State
CERTIFICATE OF INCORPORATION
of
OPTIONS TREATMENT CENTER ACQUISITION CORPORATION
I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.
NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, February 13, 2003.
| [SEAL] | In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, February 13, 2003. | |
| /s/ Todd Rokita | ||
TODD ROKITA, | ||
SECRETARY OF STATE | ||
2003021400180 / 2003021405461
| Page 1 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
2003021400180
[Illegible]
ARTICLES OF INCORPORATION
OF
OPTlONS TREATMENT CENTER ACQUISITION CORPORATION
ARTICLE ONE
Name, Duration, and Character of Business
The name of the corporation is Options Treatment Center Acquisition Corporation (hereinafter referred to as the “Corporation”). The duration of the Corporation shall be perpetual. The purpose for which the Corporation is organized is to provide behavioral healthcare and educational services and to transact any and all lawful business for which corporations may be incorporated under the laws of the State of Indiana, as may be amended from time to time.
ARTICLE TWO
Authorized Shares
The Corporation shall have authority to be exercised by the Board of Directors to issue not more than five hundred thousand (500,000) shares of capital stock, with no par value, all of which shall be designated “Common Stock.” The Common Stock shall have unlimited voting rights and shall be entitled to receive the net assets of the Corporation upon dissolution.
ARTICLE THREE
Registered Office and Agent
The registered office of the Corporation, at the time of this filing, is located at 36 South Pennsylvania Street, Indianapolis, Indiana 46204. The registered agent of the Corporation at its registered office, at the time of this filing, is CT Corporation System.
ARTICLE FOUR
Incorporator
The name and address of the incorporator is as follows: John Little, 1705 Capital of Texas Highway South, Fifth Floor, Austin, Texas 78746.
| Page 2 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
ARTICLE FIVE
Principal Office
The mailing address of the principal office of the Corporation, at the time of this filing, is 5602 Caito Drive, Indianapolis, Indiana 46226.
ARTICLE SIX
Limitation of Liability
6.1Limitation of Liability. No person shall be liable to the Corporation for any loss or damage suffered by the Corporation because of any action taken or not taken by such person in his or her capacity as a member of the Board of Directors of the Corporation in good faith and in reliance upon (1) financial statements of the Corporation represented to such person to be correct by the chief executive officer or the chief financial officer of the Corporation. (2) financial statements of the Corporation certified by independent public accountants or independent certified public accountants fairly to present the financial condition of the Corporation in accordance with generally accepted accounting principles, (3) opinions of legal counsel to the Corporation, or (4) opinions of any engineers, appraisers or other experts whose professions give authority to the opinions so expressed by them. This section shall not be construed to subject any such person to liability to the Corporation for loss or damage suffered by the Corporation because of any other action taken or not taken by such person for which such person would not otherwise be liable to the Corporation under applicable common and statutory law.
6.2Future Modification. Any repeal or modification of the provisions of this Article by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director of the Corporation with respect to any act or omission prior to the effective date of such repeal or modification.
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| Page 3 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
ARTICLE SEVEN
Indemnification
7.1Definitions. Terms defined in Chapter 37 of the Indiana Business Corporation Law (Ind. Code §§ 23-1-37-1, et seq.) which are used in this Article 7 shall have the same definitions for purposes of this Article 7 as they have in such chapter of the Indiana Business Corporation Law.
7.2Indemnification of Directors and Officers. The Corporation shall indemnify any person made or threatened to be made a party to any action, suit, or proceeding, whether civil or criminal, administrative or investigative, and whether formal or informal, by reason of the fact that he or she, his or her testator, or his or her intestate is or was a director or officer of the Corporation or of any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, whether or not for profit, which he or she served as such at the request of the Corporation (any such person made or threatened to be made such a party is hereinafter termed a “Qualifying Person”), against liability and the reasonable expenses, including attorneys’ fees, actually incurred by him or her in connection with such action, suit, or proceeding, or in connection with any appeal therein, if: (i) his or her conduct was in good faith; (ii) he or she reasonably believed (a) in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the Corporation’s best interests, and (b) in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interests; and (iii) in the case of any criminal proceeding, he or she (a) had reasonable cause to believe his or her conduct was lawful, or (b) had no reasonable cause to believe his or her conduct was unlawful.
The Corporation shall pay for or reimburse the reasonable expenses incurred by a Qualifying Person in advance of final disposition of any such action, suit, or proceeding if the
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| Page 4 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
following occur: (i) the Qualifying Person furnishes to the Corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification described in this Section 7.2 (the “Standard”); (ii) he or she furnishes the Corporation a written undertaking executed by him or her to repay any such advance if it is ultimately determined that he or she did not meet the Standard; and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Section 7.2.
7.3Other Employees or Agents of the Corporation. The Corporation may, in the discretion of the Board of Directors, fully or partially provide the same rights of indemnification and reimbursement as hereinabove provided for directors and officers of the Corporation to other individuals who are or were employees or agents of the Corporation or who are or were serving at the request of the Corporation as employees or agents of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity whether or not for profit.
7.4Non-Exclusive Provision. The indemnification authorized under this Article 7 is in addition to all rights to indemnification granted by Chapter 37 of the Indiana Business Corporation Law (Ind. Code §§ 23-1-37-1, et seq.) and in no way limits the indemnification provisions of such Chapter.
ARTICLE EIGHT
Constituency Considerations
In discharging the duties of their respective positions and in determining what is believed to be in the best interests of the Corporation, the Board of Directors, committees of the Board of Directors, and individual directors, in addition to considering the effects of any action on the
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| Page 5 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
Corporation or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of the Corporation and its subsidiaries, the communities in which offices or other establishments of the Corporation and its subsidiaries are located, and all other factors such directors consider pertinent; provided, however, that this Article shall be deemed solely to grant discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.
ARTICLE NINE
Board of Directors
The Board of Directors, at the time of this filing, consists of one member whose name and address is as follows: Kevin P. Sheehan, 1705 Capital of Texas Highway South, Fifth Floor, Austin, Texas 78746, who shall serve until a successor is duly elected and qualified.
ARTICLE TEN
Shareholder Action
Meetings of the shareholders of the Corporation shall be held at such place within or without the State of Indiana, as may be specified in the respective notices of such meeting. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if, prior to such action, a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, in accordance with Indiana Code § 23-1-29-4, as amended, and such written consent is filed with the minutes of the proceedings of the shareholders.
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| Page 6 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
IN WITNESS WHEREOF, the undersigned, being the incorporator of the Corporation executes these Articles of Incorporation and verifies, subject to penalties for perjury, that the statements contained herein are true, this 13th day of February, 2003.
| INCORPORATOR |
| /s/ John Little |
| John Little |
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| Page 7 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
State of Indiana
Office of the Secretary of State
CERTIFICATE OF ASSUMED BUSINESS NAME
of
OPTIONS TREATMENT CENTER ACQUISITION CORPORATION
I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Certificate of Assumed Business Name of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law
Following said transaction the entity named above will be doing business under the assumed business name(s) of:
YFCS OPT
OPTIONS TREATMENT CENTER
NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, May 15, 2003.
| [SEAL] | In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis. May 15, 2003. | |||
/s/ Todd Rokita | ||||
TODD ROKITA, SECRETARY OF STATE |
| Page 8 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
2003021400180
[Illegible]
| [SEAL] | CERTIFICATE OF ASSUMED BUSINESS NAME (All Corporations) State Form 30353 (R10 / 1.02) State Board of Accounts Approved 2002 | SUE ANNE GILROY SECRETARY OF STATE CORPORATIONS DIVISION [ILLEGIBLE] |
| Indiana Code 23-15-1-1.et seq | ||||||
| INSTRUCTIONS: | ||||||
1. This certificate must also be recorded in the office of County Recorder of each county in which a place of business or office is located. | FILING FEES PER CERTIFICATE: For-Profit Corporation, Limited Liability | |||||
2. FEES ARE PER CERTIFICATE. Please make check or money order payable to Indiana Secretary of State. | Company, Limited Partnership Not-For-Profit Corporation | $ $ | 30.00 26.00 |
| ||
| Please TYPE or PRINT |
1 Name of Corporation, LLC or LP Options Treatment Center Acquisition Corporation | 2. Date of [ILLEGIBLE] 2/13/06 |
3 Address at which the Corporation, LLC, LP will do business or have an office in Indiana. If no office in Indiana then state [ILLEGIBLE] 5602 Caito Drive City, state and ZIP code |
Indianapolis, Indiana 46226 |
4 Assumed Business name(s) |
| YFCS Opt |
Options Treatment Center |
5 Principal office address of the Corporation, LLC, LP(street address) |
| 5602 Caito Drive |
| City, state and ZIP code |
| Indianapolis, Indiana 46226 |
6. Signature of officer or other authorized party | 7. Printed name and title | |
/s/ J. Mack Nunn | J. Mack Nunn, Treasurer | |
| This instrument was prepared by: | ||||
| Hall, Render et al., 2000 One American Square, Indianapolis [ILLEGIBLE] | ||||
Page 9 of 11 | Certification Number: 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
State of Indiana
Office of the Secretary of State
CERTIFICATE OF ASSUMED BUSINESS NAME
of
OPTIONS TREATMENT CENTER ACQUISITION CORPORATION
I, Charles P. White, Secretary of State of Indiana, hereby certify that Certificate of Assumed Business Name of the above For-Profit Domestic Corporation has been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.
Following said transaction the entity named above will be doing business under the assumed business name(s) of:
OPTIONS BEHAVIORAL HEALTH SYSTEM
NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, July 21, 2011.
| [SEAL] | In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, July 21, 2011 | |
/s/ Charles P. White | ||
CHARLES P. WHITE, SECRETARY OF STATE |
Page 10 of 11 | Certification Number 2011100437203 |
The Indiana Secretary of State filing office certifies that this copy is on file in this office.
RECEIVED 07/21/2011 08:34 AM | ||
| APPROVED AND FILED | ||
| CHARLES P. WHITE | ||
| INDIANA SECRETARY OF STATE | ||
| 7/21/2011 8:31 AM |
CERTIFICATE OF ASSUMED BUSINESS NAME
Pursuant to the provisions of the Indiana Business Corporation Law.
ENTITY NAME
OPTIONS TREATMENT CENTER ACQUISITION CORPORATION
Creation Date: 2/13/2003
PRINCIPAL OFFICE ADDRESS
5602 CAITO DR, INDIANAPOLIS, IN 46226
ASSUMED BUSINESS NAME
OPTIONS BEHAVIORAL HEALTH SYSTEM
GENERAL INFORMATION
Effective Date: 7/21/2011
Electronic Signature: MICHAEL HUTH
Signator’s Title: CHIEF FINANCIAL OFFICER
Page 1 of 1 | Control Number 2003021400180 / DCN 2011072116624 |
Transaction Id TA11072100017
Page 11 of 11 | Certification Number: 2011100437203 |