Exhibit 3.13
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CRA MANAGED CARE OF WASHINGTON, INC.
The undersigned, Daniel J. Thomas, President of CRA Managed
Care of Washington, Inc., a Washington corporation (the "Corporation"), and
Richard A. Parr II, Secretary of the Corporation, do hereby certify that:
1. The name of the Corporation is "CRA Managed Care of
Washington, Inc."
2. The original Articles of Incorporation were filed with the
Secretary of State of the State of Washington on August 4, 1987, under
the name "Alta Pacific Corporation."
3. This Amended and Restated Articles of Incorporation has
been duly proposed by resolutions adopted and declared advisable by the
Board of Directors of the Corporation, duly adopted by written consent
of the sole stockholder of the Corporation in lieu of a meeting and
vote and duly executed and acknowledged by the officers of the
Corporation in accordance with the provisions of RCW23B.10 of the
Business Corporation Act of the State of Washington and, upon filing
with the Secretary of State of the State of Washington in accordance
with RCW23B.10, shall supercede the original Articles of Incorporation
and shall, as it may thereafter be amended in accordance with its terms
and applicable law, be the Articles of Incorporation of the
Corporation.
4. The text of the Articles of Incorporation of the
Corporation is hereby amended and restated to read in its entirety as
follows:
FIRST: The name of the Corporation is CRA MANAGED CARE OF
WASHINGTON, INC.
SECOND: The address of the registered office of the
Corporation in the State of Washington is 520 Pike Street, Seattle, Washington
98101 in King County, Washington. The name of the Corporation's registered agent
at such address is the C T Corporation System.
THIRD: The purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be organized
under the Business Corporation Act of the State of Washington.
FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 40,000 shares, of Common
Stock, $.01 par value ("Common Stock"). Except as otherwise expressly provided
herein, all shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges.
FIFTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Washington, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
By-laws of the Corporation, subject to the power of the stockholders of the
Corporation to alter or repeal any By-law made by the Board of Directors.
SIXTH: The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any provisions contained in this
Amended and Restated Articles of Incorporation; and other provisions authorized
by the laws of the State of Washington at the time in force may be added or
inserted, in the manner now or hereafter prescribed by law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Amended and
Restated Articles of Incorporation in its present form or as hereafter amended
are granted subject to the right reserved in this Article.
SEVENTH: (1) The Corporation shall, to the fullest extent
permitted by the Business Corporation Act of the State of Washington, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities and other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his 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, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
(2) No person shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director; PROVIDED, HOWEVER, that the foregoing shall not eliminate or limit the
liability of a director (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 the Business Corporation Act of the State of Washington or (iv) for
any transaction from which the director derived an improper personal benefit.
IN WITNESS WHEREOF, CRA Managed Care of Washington, Inc. has caused
this Amended and Restated Articles of Incorporation to by signed by its
President and attested by its Secretary this 17th day of August 1999.
/s/ Daniel J. Thomas
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Daniel J. Thomas
President
Attest:
/s/ Richard A. Parr II
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Richard A. Parr II
Secretary