Exhibit 3.79
| AUG-10-1993 14:01 FROM EMPIRE | TO | DIV CORP ELT-FI | P.16 |
ARTICLES OF INCORPORATION OF PSYCHSOLUTIONS, INC.
ARTICLE I
NAME | FILED
03 AUG 10 PM 3:15
SECRETARY OF STATE TALLAHASSEE, FLORIDA |
The name of the Corporation is PSYCHSOLUTIONS, INC.
ARTICLE II
TERM OF CORPORATE EXISTENCE
The Corporation shall exist perpetually unless dissolved according to law and such existence shall commence at the time of the filing of these Articles of Incorporation by the Department of State. The principal place of business of this corporation is: 520 Brickell Key Drive, Suite 0-305, Miami, Florida 33131.
ARTICLE III
PERMITTED ACTIVITY
The Corporation may engage in any activity or business permitted under the laws of the United States and of the State of Florida.
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall have authority to issue shall be one Thousand (1,000) shares of voting common stock with $1.00 par value.
Prepared by:
STEPHEN A. FREEMAN
Fla. Bar No. 146795
Freeman, Newman & Butterman
520 Brickell Key Drive, 0-305
Miami, Florida 33131 (305) 374.3800
| AUG-10-1993 14:01 FROM EMPIRE | TO | DIV CORP ELT FI | P.17 |
ARTICLE V
PREEMPTIVE RIGHTS DENIED
No holder of any shares of the Corporation shall have any preemptive right to purchase, subscribe for or otherwise acquire any shares of the Corporation of any class now or hereafter authorized, or any securities, exchangeable for or convertible into such shares, or any warrants or any instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire such shares.
ARTICLE VI
REGISTERED OFFICE AND AGENT
The initial registered office of the Corporation is 520 Brickell Key Drive, Suite 0-305, Miami, Florida 33131. The initial Registered Agent at that address is Stephen A. Freeman.
ARTICLE VII
DIRECTORS
The business of the Corporation shall be managed by a Board of Directors consisting of not fewer than one person, the exact number to be determined from time to time in accordance with the By-Laws.
The names and addresses of the first Directors of the Board of Directors who shall serve until the first annual meeting of shareholders or until their successors are elected and qualified shall be:
| Arthur Bregman | 520 Brickell Key Drive | |
| Scott Roseman | Suite 0-305 | |
| William Allen | Miami, Florida 33131 |
| AUG-10-1993 14:01 FROM EMPIRE | TO | DIV CORP ELT FI | P.18 |
ARTICLE VIII
INCORPORATOR
The name and address of the incorporator is: Stephen A. Freeman, 520 Brickell Key Drive, Suite 0-305, Miami, Florida 33131.
ARTICLE IX
INDEMNIFICATION
Every person now or hereafter serving as director, officer or employee of the Corporation shall be indemnified and held harmless by the Corporation from and against any and all loss, cost, liability and expense that may be imposed upon or incurred by his in connection with or resulting from any claim, action, suit or proceeding, in which he may become involved, as a party or otherwise, by reason of his being or having been a director, officer or employee of the Corporation, whether or not he continues to be such at the time such loss, cost, liability or expense shall have been imposed or incurred, except with regard to matters as to which any such director, officer or employee shall be adjudged in any claim, action, suit or proceeding to be liable for his own gross negligence or willful misconduct in the performance of duty.
Expenses (including attorneys’ fees) incurred in defending any claim, action, suite or proceeding may be paid by the Corporation in advance of the final disposition of such a proceeding.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation this 10th day of August, 1993.
| /s/ Stephen A. Freeman |
| Stephen A. Freeman |
| AUG-10-1993 14:02 FROM EMPIRE | TO | DIV CORP ELT FI | P.19 |
| STATE OF FLORIDA | ) | |||
| ) | ||||
| COUNTY OF DADE | ) |
BEFORE ME, the undersigned authority, personally appeared STEPHEN A. FREEMAN, personally known to me to be the person who executed the foregoing Articles of Incorporation and he acknowledged before me according to law, that he made and subscribed the same for the purpose therein mentioned and set forth.
WITNESS my hand and official seal in the County and State named above this 10th day of August, 1993.
| [illegible] |
| Notary Public, State of Florida |
| My Commission Expires | Illegible | |
| /s/ Stephen A. Freeman |
| Stephen A. Freeman, Registered Agent |
| AUG-10-1993 14:02 FROM EMPIRE | TO | DIV CORP ELT FI | P.20 |
FILED
93 AUG 10 PM 3:15
SECRETARY OF STATE TALLAHASSEE, FLORIDA |
CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
Pursuant to the provisions of Section 607.6501, Florida Statutes, the undersigned corporation, organised under the laws of the State of Florida, submits the following statement in designating the registered office/registered agent, in the State of Florida.
| 1. | The name of the corporation is PSYCHSOLUTIONS, INC. |
| 2. | The name and address of the Registered agent and office is: Stephen A. Freeman, 520 Brickell Key Drive, Suite 0-305, Miami, Florida 33131. |
| Signature: | /s/ Stephen A. Freeman | |
| Stephen A. Freeman | ||
| Title: | Assistant Secretary | |
| Date: | August 10, 1993 | |
Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this certificate, I hereby accept the appointment as registered agent and agreed to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligation of my positions as registered agent.
| Signature: | /s/ Stephen A. Freeman | |
| Stephen A. Freeman | ||
| Date: | August 10, 1993 | |
H 00000045886
FILED 00 AUG 31 PM 4:25
SECRETARY OF STATE TALLAHASSEE, FLORIDA |
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
PSYCHSOLUTIONS, INC.
(present name)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the following articles of amendment to its articles of incorporation:
FIRST: Amendment(s) adopted:(indicate article number(s) being amended added or deleted)
In Article VII Arthur Bregman will be reflected as Director and President. The remainder of the Article remains “as is”.
SECOND: If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, are as follows:
N/A
THIRD: The date of each amendment’s adoption: August 30, 2000.
INSTRUMENT PREPARED BY:
FREEMAN, BUTTERMAN, HABIR & ROJAS L.L.P.
Stephen A. Freeman, Esq.
520 Brickell Key Drive, Suite 0-305
Miami, Florida 33131
(305) 374-3800
FBN - 146795
H 00000045886
H 00000045886
FOURTH: Adoption of Amendment(s) (CHECK ONE)
| ¨ | The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) was/were sufficient for approval. |
| ¨ | The amendment(s) was/were approved by the shareholders through voting groups. |
| The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s): |
“The number of votes cast for the amendment(s) was/were sufficient for approval by .”
voting group
| ¨ | The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required. |
| x | The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required. |
Signed this 30th day of August, 2000.
Signature/s/ [illegible]
(By the Chairman or Vice Chairman of the Board of Directors, President or other officer if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
STEPHEN A. FREEMAN, ESQ.
Typed or printed name
Incorporator
Title
H 00000045886