EXHIBIT 3.83
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Amended and Restated
Articles of Incorporation
of
Keystone Recovery, Inc.
ARTICLE I
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NAME
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The name of the corporation shall be:
Keystone Recovery, Inc.
ARTICLE II
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PRINCIPAL OFFICE
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The place in the State of Ohio where the corporation's principal office is
to be located is Middleburg Heights, in Cuyahoga County.
ARTICLE III
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PURPOSES
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The purpose(s) for which the corporation is organized is to engage in any
lawful act, activity or business not contrary to and for which a corporation may
be formed under the laws of the State of Ohio, and to have and exercise all
powers, rights and privileges conferred by the laws of Ohio on corporations,
including, but not limited to, buying, leasing or otherwise acquiring and
holding, using or otherwise enjoying and selling, leasing or otherwise disposing
of any interest in any property, real or personal, of whatever nature and
wheresoever situated, and buying and selling stocks, bonds or any other security
of any issuer as the corporation by action of its board of directors may, at any
time and from time to time, deem advisable.
ARTICLE IV
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AUTHORIZED STOCK
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The maximum number of shares of stock which the corporation shall have
authority to issue is one hundred (100) shares, which shares shall be designated
as follows: ninety-five (95) shares shall be Class A Common Stock, without par
value, and five (5) shares shall be Class B Common Stock, without par value.
The only difference between the rights associated with Class A Common Stock and
Class B Common Stock shall be the preemptive rights applicable to each, as
provided in Article VIII below.
ARTICLE V
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CERTAIN TRANSACTIONS
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No person shall be disqualified from being a director of the corporation
because he or she is or may be a party to, and no director of the corporation
shall be disqualified form entering into, any contract or other transaction to
which the corporation is or may be a party. No contract or any other
transaction to which the corporation is or may be a party shall be void or
voidable for
reason that any director or officer or other agent of the corporation is a party
thereto, or otherwise has any direct or indirect interest in such contract or
transaction or in any other party thereto, or for reason that any interested
director or officer or other agent of the corporation authorizes or participates
in authorization of such contract or transaction, (a) if the material facts as
to such interest are disclosed or are otherwise known to the board of directors
or applicable committee of directors at the time the contract or transaction is
authorized, and at least a majority of the disinterested directors or
disinterested members of the committee vote for or otherwise take action
authorizing such a contract or transaction, even though such disinterested
directors or members are less than a quorum, or (b) if the contract or
transaction (i) is not less favorable to the corporation than an arm's length
contract of transaction in which no director or officer or other agent of the
corporation has any interest or (ii) is otherwise fair to the corporation as of
the time it is authorized. Any interested director may be counted in determining
the presence of a quorum at any meeting of the board of directors or any
committee thereof which authorizes the contract or transaction.
ARTICLE VI
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REDEMPTION
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The corporation by and through the board of directors is authorized, except
to the extent prohibited by law, to repurchase, redeem or otherwise acquire,
from time to time and at any time, shares of any class of capital stock issued
by it.
ARTICLE VII
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INDEMNIFICATION
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(1) The corporation shall indemnify or agree to indemnify any person who
was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
corporation, by reason of the fact that he or she is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action suit, or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit, or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and with respect to any criminal action or proceeding, he or she
had reasonable cause to believe that his or her conduct was unlawful.
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(2) The corporation shall indemnify or agree to indemnify any person who
was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is adjudged to
be liable for negligence or misconduct in the performance of his or her duty to
the corporation unless, and only to the extent that the court of common pleas or
the court in which such action or suit was brought determines upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper;
(b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Ohio Revised Code.
(3) To the extent that a director, trustee, officer, employee, or agent has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in paragraphs (1) and (2) of this Article VII, or in
defense of any claim, issue, or matter therein, he or she shall be indemnified
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the action, suit, or proceeding.
(4) Any indemnification under paragraphs (1) and (2) of this Article VII,
unless ordered by the court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in paragraphs (1)
and (2) of this Article VII. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors who were
not and are not parties to or threatened with any such action, suit, or
proceeding;
(b) If the quorum described in paragraph (4)(a) of this Article VII is
not obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the corporation or any person to be
indemnified within the past five years;
(c) By the shareholders or;
(d) By the court of common pleas or the court in which such action,
suit, or proceeding was brought.
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Any determination made by the disinterested directors under paragraph
(4)(a) or by independent legal counsel under paragraph (4)(b) of this Article
VII shall be promptly communicated to the person who threatened or brought the
action or suit by or in the right of the corporation under paragraph (2) of this
Article VII, and within ten (10) days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.
(5) (a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in paragraphs (1) and (2)
of this Article VII is pursuant to section 1701.95 of the Ohio Revised Code,
expenses, including attorney's fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit, or proceeding
upon receipt of an undertaking by or on behalf of the director in which he or
she agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his or her action or failure
to act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interest of the corporatio n; and
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, or agent in defending any action, suit or proceeding
referred to in paragraphs (1) and (2) of this Article VII, may be paid by the
corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding as authorized by the directors in the specific case
upon receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, if it ultimately is determined
that he or she is not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this Article VII shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the corporations' articles of incorporation,
regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
(7) The corporation may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit, or
self-insurance, on behalf of or for any person who is or was a director,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under this Article VII or any applicable law.
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Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of the corporation to indemnify persons pursuant to
paragraphs (1) and (2) of this Article VII does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other protection
that may be provided pursuant to paragraphs (5), (6), and (7) of this Article
VII. Paragraphs (1) and (2) of this Article VII do not create any obligation to
repay or return payments made by the corporation pursuant to paragraphs (5),
(6), or (7).
(9) The intent of this Article VII is to provide for indemnification and
advancement of expenses to the fullest extent permitted by the General
Corporation Law of Ohio. To the extent such law may be amended or supplemented
from time to time, this Article VII shall be amended automatically and construed
so as to permit indemnification and advancement of expenses to the fullest
extent from time to time permitted by law.
ARTICLE VIII
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PREEMPTIVE RIGHT
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Any provision of the Ohio Revised Code to the contrary notwithstanding,
each common share shall entitle the holder to a preemptive right, for a period
of sixty (60) days after notice from the corporation with respect to Class A
Common Stock and 180 days after notice from the corporation with respect to
Class B Common Stock, to subscribe for, purchase and otherwise acquire, on the
same terms being offered, any theretofore unissued common shares of the
corporation which the corporation proposes to issue or any rights or options
which the corporation proposes to grant for the purchase of unissued common
shares of the corporation or for the purchase of any shares, bonds, securities
or obligations of the corporation which are convertible into or exchangeable
for, or which carry and rights to subscribe for, purchase or otherwise acquire
unissued common shares of the corporation, whether now or hereafter authorized
or created, and whether the proposed issue, reissue, transfer or grant is for
cash, property or other lawful consideration. After the expiration of the sixty
(60) day notice period applicable to holders of Class A Common Stock or the
written waiver thereof by each holder of
Class A Common Stock, any and all of such shares, rights options, warrants,
bonds, securities or obligations of the corporation may be issued, reissued,
transferred or granted by the board of directors, as the case may be, to any
persons, parties, corporations and associations, and for such lawful
consideration, and upon such terms, as the board of directors in its discretion
may determine; provided, however, that any such transaction shall in no way
limit the preemptive rights of holders of Class B Common Stock in the event such
transaction takes place prior to the expiration of the 180 day notice period
applicable to holders of Class B Common Stock or the date such preemptive rights
are waived by the holders of Class B Common Stock.
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ARTICLE IX
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AMENDMENT OF PREEMPTIVE RIGHT
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Notwithstanding anything elsewhere to the contrary, the provisions of
Article VIII of these Amended and Restated Articles of Incorporation (which
relates to preemptive rights) may not be amended, deleted or modified, unless
adopted by the affirmative vote of all of the corporation's then outstanding
shares of common stock.
ARTICLE X
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SUPERSEDE EXISTING ARTICLES
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These Amended and Restated Articles of Incorporation take the place of and
supersede the existing Amended and Restated Articles of Incorporation.
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