EXHIBIT 3.41
[STAMP APPEARS HERE]
CERTIFICATE OF INCORPORATION
OF
Locomotion Therapy, Inc.
------------------------
THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the
provisions of the General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST: The name of the Corporation is Locomotion Therapy, Inc.
(the "Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, 19801 and the name of the Corporation's registered agent
at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is organized is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 3,000 shares of Class A Common Stock, $.01 par value.
FIFTH: The name and the mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
Kathleen M. Sablone Choate, Hall & Stewart
Exchange Place
53 State Street
Boston, MA 02109
SIXTH: The Directors shall have power to adopt, amend, or repeal the By-
Laws of the Corporation.
SEVENTH: Election of Directors need not be by written ballot unless the
By-Laws of the Corporation so provide.
EIGHTH: The Corporation shall indemnify and hold harmless any director,
officer employee or agent of the Corporation from and against any and all
expenses and liabilities that may be imposed upon or incurred in connection
with, or as a result of, any proceeding in which he or she may become involved,
as a party or otherwise, by reason of the fact that
he or she is or was such a director, officer, employee or agent, whether or not
he or she continues to be such at the time such expenses and liabilities shall
have been imposed or incurred, to the fullest extent permitted by the laws of
the State of Delaware as they may be amended from time to time.
NINTH: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of Title 8 of the General Corporation Law of the
State of Delaware or (iv) for any transaction from which the director derived an
improper personal benefit.
TENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
The undersigned incorporator hereinbefore named, for the purpose of forming
a corporation pursuant to the General Corporation Law of the State of Delaware,
does make this certificate, hereby declaring and certifying that this is her act
and deed and the facts stated herein are true and accordingly has hereunto set
her hand this 14th day of July, 1997.
/s/ Kathleen M. Sablone
----------------------------------------------
Kathleen M. Sablone, Incorporator
CERTIFICATE OF MERGER
OF
LOCOMOTION THERAPY, INC.,
A CALIFORNIA CORPORATION
AND
LOCOMOTION THERAPY, INC.,
A DELAWARE CORPORATION
It is hereby certified that:
1. The constituent business corporations participating in the merger herein
certified are:
(i) Locomotion Therapy, Inc., which is incorporated under the laws of the
State of Delaware (the "Surviving Corporation"); and
(ii) Locomotion Therapy, Inc., which is incorporated under the laws of the
State of California (the "Terminating Corporation") and which has 500,000 shares
of common stock, par value $.01, authorized.
2. An Agreement and Plan of Merger has been approved, adopted, certified,
executed and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of Section 252 of the General Corporation Law of
the State of Delaware; and in accordance with the provisions of Section 1108 of
the General Corporation Law of the State of California.
3. The name of the Surviving Corporation in the merger is Locomotion Therapy,
Inc., which will continue its existence as said surviving corporation under this
name upon the effective date of said merger pursuant to the provisions of the
laws of the State of Delaware.
4. The Certificate of Incorporation of Locomotion Therapy, Inc., a Delaware
corporation, as now in force and effect, shall be the Certificate of
Incorporation of said surviving corporation.
5. The executed Agreement and Plan of Merger between the aforesaid constituent
corporations is on file at the principal place of business of the aforesaid
surviving corporation, the address of which is as follows:
Locomotion Therapy, Inc.
4751 Wilshire Blvd., #213
Los Angeles, CA 90010
[STAMP APPEARS HERE]
6. A copy of the aforesaid Agreement and Plan of Merger will be furnished by
the aforesaid Surviving Corporation, on request and without cost, to any
stockholder of each of the aforesaid constituent corporations.
Dated: As of August 1, 1997.
LOCOMOTION THERAPY, INC.,
A DELAWARE CORPORATION
By: /s/ Robert Snukal
------------------------------
Robert Snukal
Chief Financial Officer
Attest:
/s/ Sheila Snukal
- --------------------------------
Sheila Snukal
Secretary
Dated: As of August 1, 1997.
LOCOMOTION THERAPY, INC.,
A CALIFORNIA CORPORATION
By: /s/ Robert Snukal
------------------------------
Robert Snukal
Chief Financial Officer
Attest:
/s/ Sheila Snukal
- --------------------------------
Sheila Snukal
Secretary