Exhibit 3.105
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| Secretary of State | | | | | | |
| Corporations Division | | | | | | |
| Suite 315, West Tower | | | | | | |
| 2 Martin Luther King Jr. Dr. | | DOCKET NUMBER | | : | | 973170270 |
| Atlanta, Georgia 30334-1530 | | CONTROL NUMBER | | : | | 9724888 |
| | EFFECTIVE DATE | | : | | 11/03/1997 |
| | REFERENCE | | : | | 0048 |
| | PRINT DATE | | : | | 11/13/1997 |
| | FORM NUMBER | | : | | 611 |
JAN R. EZELL ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA GA 30309-3424
CERTIFICATE OF NAME CHANGE AMENDMENT
I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that
YSI HOLDINGS – GEORGIA, INC.
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the office of the Secretary of State changing its name to
YFCS HOLDINGS – GEORGIA, INC.
and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles of amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
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| [SEAL] | | | | /s/ Lewis A. Massey |
| | | | LEWIS A. MASSEY SECRETARY OF STATE |
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| 973170266 | | 9724888 |
| | 973170270 |
ARTICLES OF AMENDMENT
OF
YSI HOLDINGS - GEORGIA, INC.
ONE
The name of the corporation is YSI Holdings - Georgia, Inc.
TWO
Article One of the Articles of Incorporation is hereby deleted in its entirety, and the following new Article One is hereby substituted in its place:
“ARTICLE ONE
Name
The name of the corporation is YFCS Holdings - Georgia, Inc.”
THREE
The foregoing amendment was duly adopted by the Board of Directors of the Corporation on October 31, 1997. Pursuant to the provisions of Section 14-2-1002 of the Georgia Business Corporation Code, shareholder approval of the amendment was not required.
IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to be duly executed as of the 31st day of October, 1997.
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| YSI HOLDINGS - GEORGIA, INC. |
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| By: | | /s/ Kevin P. Sheehan |
| | Kevin P. Sheehan |
| | President |
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| | [Illegible] |
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CERTIFICATE OF REQUEST FOR PUBLICATION
PURSUANT TO SECTION 14-2-1006.1(A) OF
THE GEORGIA BUSINESS CORPORATION CODE
Pursuant to the provisions of Section 14-2-1006.1(a) of the Georgia Business Corporation Code, the undersigned, an officer of YSI Holdings - Georgia, Inc., hereby Incorporation to change the name of the corpocertifies that the request for publication of a notice of intent to file Articles of ration to YFCS Holdings - Georgia, Inc. and payment therefor, have been made as required by Section 14-2-1006.1(b).
The undersigned officer has caused this certificate to be duly executed as of the 31st day of October, 1997.
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| YSI HOLDINGS - GEORGIA, INC. |
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| By: | | /s/ Kevin P. Sheehan |
| | Kevin P. Sheehan |
| | President |
AD973010.249
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Secretary of State Corporations Division Suite 315, West Tower 2 Martin Luther King Jr. Dr. Atlanta, Georgia 30334-1530 | | CONTROL NUMBER EFFECTIVE DATE COUNTY REFERENCE PRINT DATE FORM NUMBER | | : : : : : : | | 9724888 07/17/1997 FULTON 0070 07/18/1997 311 |
JOHN R. MENTZER, III
2 PARK CENTER COURT, SUITE 200
OWINGS MILL, MD 21117
CERTIFICATE OF INCORPORATION
I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that
YSI HOLDINGS - GEORGIA, INC.
A DOMESTIC PROFIT CORPORATION
has been duly incorporated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporation in the office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
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| | [SEAL] | | | | | | /s/ Lewis A. Massey |
| | | | | | | Lewis A. Massey Secretary of State |
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Certification#: 7761107-1 Page 4 of 10
ARTICLES OF INCORPORATION
OF
YSI HOLDINGS - GEORGIA, INC.
ARTICLE ONE
Name
The name of the corporation is “YSI Holdings - Georgia, Inc.”
ARTICLE TWO
Authorized Shares
The corporation shall have authority to be exercised by the Board of Directors to issue not more than ten thousand (10,000) shares of capital stock, par value $ 001 per share, 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 initial registered office of the corporation is located at Alston & Bird. One Atlantic Center, 1201 West Peachtree Street, Fulton County, Atlanta Georgia, 30309. The initial registered agent of the corporation at its registered office is Frankie Simmons.
ARTICLE FOUR
Incorporator
The name and address of the incorporator is as follows:
John R. Mentzer III
Youth Services International, Inc.
2 Park Center Court, Suite 200
Owings Mill, Maryland 21117
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ARTICLE FIVE
Principal Office
The mailing address of the initial principal office of the corporation is 2 Park Center Court, Suite 200, Owings Mill, Maryland 21117
ARTICLE SIX
Limitation of Director Liability
6.1 A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except liability (i) for any appropriation, in violation of his duties, of any business opportunity of the corporation, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law. (iii) of the types set forth in Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any transaction from which the director received an improper personal benefit.
6.2 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 occurring prior to the effective date of such repeal or modification.
6.3 If the Georgia Business Corporation Code is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the Georgia Business Corporation Code, as so amended.
6.4 In the event that any of the provisions of this Article (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.
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ARTICLE SEVEN
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 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 EIGHT
Initial Board of Directors
The initial Board of Directors shall consist of one member whose name and address are as follows
Mark S Demilio
c/o Youth Services International, Inc
2 Park Center Court, Suite 200
Owings Mill, Maryland 21117
ARTICLE NINE
Shareholder Action by Less Than Unanimous Written Concept
Any action that is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if the action is taken by persons who would be entitled to vole at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote were present and voted. The action must be
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evidenced by one or more written consents describing the action taken, signed by shareholders entitled to take action without a meeting and delivered to the corporation for inclusion in the meeting or filing with the corporate records
IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporation this 16th day of July, 1997.
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| /s/ John R Menfzer III |
| John R Menfzer III |
| Incorporator |
SECRETARY OF STATE
[ILLEGIBLE]
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BUSINESS SERVICES AND REGULATION
Suite 315, West Tower
2Martin Luther King, Jr. Drive
Atlanta, Georgia 30334-1530
(404) 656-2817
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Secretary of State | | TRANSMITTAL INFORMATION FOR GEORGIA | | J.K JACKSON |
State of Georgia | | PROFIT OR NONPROFIT CORPORATIONS | | Director |
DO NOT WRITE IN SHADED AREA - SOS USE ONLY
NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM.
INSTRUCTIONS ARE ON THE BACK OF THIS FORM.
1 Illegible
Corporate Name Reservation Number
YSI Holdings - Georgia, Inc.
Corporate Name (exactly as it appears on name reservation)
2 John R. Mentzer III (410) 356-8600
Applicant/Attorney Telephone Number
Youth Services International Inc., 2 Park Center Court Suite 200
Owings Mail Maryland 21117
City State Zip Code
| 1 | NOTICE THIS FORM DOES NOT REPLACE THE ARTICLES OF INCORPORATION. MAIL OR DELIVER DOCUMENTS AND THE SECRETARY OF STATE FILING FEE TO THE ABOVE ADDRESS. DOCUMENTS SHOULD BE SUBMITTED IN FOLLOWING ORDER. (A COVER LETTER IS NOT REQUIRED.) |
| | 1 | FORM 227 - TRANSMITTAL FORM (ATTACH SECRETARY OF STATE FILING FEE OF $60.00 TO THIS FORM) |
| | 2 | ORIGINAL ARTICLES OF INCORPORATION |
| | 3 | ONE COPY OF ARTICLES OF INCORPORATION |
I understand that the information on this form will be entered in the Secretary of State business registration database. I certify that a Notice of Incorporation or a Notice of Indent to Incorporate with a publishing fee of $40.00 has been or will be mailed or delivered to the authorized newspaper as required by law.
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| /s/ John R. Menfzer III | | | | July 16, 1997 |
| Authorized Signature | | | | Date |
BSR Form 227 (12/93)
[illegible]
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Sullivan, Linda
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From: | | Solstice[ssolstice@ymail.com] |
Sent: | | Wednesday,March 02, 2011 7:25 PM |
To: | | Sullivan,Linda |
| Subject: | Certificate of Search Request |
Good Day Linda,
I would like to request a Certificate of Search for the following entities:
Thank you,
Shirley
404-839-4622
Certification#: 7761107-1 Page 10 of 10
