Exhibit 3.134
ARTICLES OF ORGANIZATION
OF
TELEHEALTH RESOURCES, L.L.C.
The undersigned natural person of the age of eighteen (18) years or more, acting
as an organizer of a limited liability company under the Texas Limited Liability
Company Act ("TLLCA"), hereby adopts the following Articles of Organization.
ARTICLE I.
Name
The name of the limited liability company is Telehealth Resources, L.L.C.
(hereinafter referred to as the "Company").
ARTICLE II.
Duration
The period of the duration of the Company is perpetual or until the earlier
dissolution of the Company in accordance with the provisions of its regulations.
ARTICLE III.
Purpose
The Company is a limited liability company, organized for the purpose of
transacting any and all lawful business and to do and perform any and all acts
and things authorized by the TLLCA, as amended, including but not limited to,
the management and operation of a call center for health care access and managed
care and other health care information services.
ARTICLE 1V.
Initial Registered Office and Agent
The address of the initial registered office of the Company is 8220 Walnut Hill
Lane, Suite 700, Dallas, Texas 75231. The name of the initial registered agent
of the Company at such address is Charles W. Boes.
ARTICLE V.
Management of Company and Initial Managers
The Company shall be managed by one or more Managers The Company shall initially
have one (1) Manager. The name and address of the person who is elected to serve
as Manager until the first annual meeting of the Members, or until their
successors shall have been duly elected and qualified, unless he shall sooner
die, resign or be removed in accordance with the Regulations of the Company, is
as follows.
Name Address
Dave Ashworth 8220 Walnut Hill Lane, Suite 700
Dallas, Texas 75231
ARTICLE VI.
Indemnification
The Company shall indemnify any person who was, is, or is threatened to be made
a named a party in a proceeding (as hereinafter defined) because the person (i)
is or was a Manager or officer of the Company or (ii) while a Manager or officer
of the Company, is or was serving at the request of the Company as a Manager,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
to the fullest extent that a corporation may grant indemnification to such
person under the Texas Business Corporation Act ("TBCA"), as the same exists or
may hereafter be amended Such right shall be a contract right and as such shall
run to the benefit of any Manager or officer who is elected and accepts the
position of Manager or officer of the Company or elects to continue to serve as
a Manager or officer of the Company while this Article is in effect
Any repeal or amendment of this Article shall be prospective only and shall not
limit the rights of any such Manager or officer or the obligations of the
Company with respect to any claim arising from or related to the services of
such Manager or officer in any of the foregoing capacities prior to any such
repeal or amendment of this Article. Such right shall include the right to be
paid or reimbursed by the Company for expenses incurred in defending any such
proceeding in advance of its final disposition to the maximum extent permitted
under the TBCA, as the same exists or may hereafter be amended.
If a claim for indemnification or advancement of expenses hereunder is not paid
in full by the Company within 90 days after a written claim has been received by
the Company, the claimant may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim, and if successful in whole or
in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
TBCA, but the burden of proving such defense shall be on the Company. Neither
the failure of the Company (including its Board of Managers or any committee
thereof, special legal counsel, or Members) to have made its determination prior
to the commencement of such action that indemnification of, or advancement of
costs of defense to, the claimant is permissible in the circumstances nor an
actual determination by the Company (including its Board of Managers or any
committee
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thereof, special legal counsel, or Members) that such indemnification or
advancement is not permissible, shall be a defense to the action or create a
presumption that such indemnification or advancement is not permissible. In the
event of the death of any person having a right of indemnification under the
foregoing provisions, such right shall inure to the benefit of his heirs,
executors, administrators, and personal representatives. The rights conferred
above shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, bylaw, resolution of Members, Managers,
agreement, or otherwise.
The Company may additionally indemnify any person covered by the grant of
mandatory indemnification contained above to such further extent as is permitted
by law and may indemnify any other person to the fullest extent permitted by law
To the extent permitted by then applicable law, the grant of mandatory
indemnification to any person pursuant to this Article shall extend to
proceedings involving the negligence of such person.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ARTICLE VII.
Denial of Cumulative Voting
Cumulative voting for the election of Managers is expressly denied and
prohibited.
ARTICLE VIII.
Denial of Pre-emptive Rights
No Member shall have a pre-emptive right to acquire any membership interests or
securities of any class that may at anytime be issued, sold or offered for sale
by the Company.
ARTICLE IX.
Contracts with Interested Persons
No contract or transaction between the Company and one or more of its Managers
or officers, or between the Company and any other corporation, partnership,
association, or other organization in which one or more of its Managers,
directors, or officers are managers or officers or have a financial interest,
shall be void or voidable solely for this reason, solely because the Manager or
officer is present at or participates in the meeting of the Managers or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if
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(a) The material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the Managers or the committee, and
the Managers or committee in good faith authorize the contract or transaction by
the affirmative vote of a majority of the disinterested Managers, even though
the disinterested Managers be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the Members entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the Members;
(c) The contract or transaction is fair as to the Company as of the time it is
authorized, approved, or ratified by the Managers, a committee thereof, or the
Members.
Common or interested Managers may be counted in determining the presence of a
quorum at a meeting of the Managers or of a committee which authorizes the
contract or transaction.
This provision shall not be construed to invalidate a contract or transaction
which would be valid in the absence of this provision or to subject any Manager
or officer to any liability that he would not be subject to in the absence of
this provision
ARTICLE X.
Limitation of Liability
A. No person shall be liable to the Company for any loss or damage suffered by
it on account of any action taken or omitted to be taken by him as a Manager,
officer or employee of the Company in good faith, if, in the exercise of
ordinary care, this person
(i) Relied upon financial statements of the Company represented to him to be
correct by the President or the officer of the Company having charge of its
books of account, or stated in a written report by an independent public or
certified public accountant or firm of such accountants fairly to reflect the
financial condition of the Company; or considered the assets to be of their book
value; or
(ii) Relied upon the written opinion of an attorney for the Company.
B. Further, to the fullest extent permitted by applicable law, a Manager,
officer or employee of the Company shall not be liable to the Company or its
Members for monetary damages for an act or omission in such person's capacity,
except that this Article XI does not eliminate or limit the liability of a
Manager, officer or employee of the Company to the extent the person is found
liable for:
(i) a breach of duty of loyalty to the Company or its Members,
(ii) an act or omission not in good faith that constitutes a breach of duty to
the Company or an act or omission that involves intentional misconduct or a
knowing violation of the law,
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(iii) a transaction from which the Manager, officer or employee received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the person's office; or
(iv) an act or omission for which the liability of such person is expressly
provided by an applicable statute.
Any repeal or amendment of this Article XI by the Members of the Company shall
be prospective only and shall not adversely affect any limitation on the
personal liability to the Company arising from an act or omission occurring
prior to the time of such repeal or amendment. In addition to the circumstances
in which a Manager, officer or employee of the Company is not personally liable
as set forth in the foregoing provisions of this Article XI, a Manager, officer
or employee shall not be liable to the Company or its Members to such further
extent as permitted by any law hereafter enacted, including without limitation
any subsequent amendment to the TLLCA, the Texas Miscellaneous Corporation Laws
Act or the TBCA
ARTICLE XII.
Consent Actions
Any action which may be taken, or which is required by law or the Articles of
Organization or Regulations of the Company to be taken, at any annual or special
meeting of Members may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall have been signed by the Class A Member and the Class B Members
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all Members entitled to vote on the action
were present and voted. No written consent of the Members shall be effective to
take the action that is the subject to the consent unless, within 60 days after
the date of the earliest dated consent delivered to the Company in the manner
required by this paragraph, a consent or consents signed by the Class A Member
and the minimum number of the Class B of the Members are delivered to the
Company by delivery to its registered office, its principal place of business,
or the Board of Managers. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the Company's principal place of
business shall be addressed to the Board of Managers. A telegram, telex,
cablegram or similar transmission, or a photographic, photostatic, facsimile or
similar reproduction of a writing signed by a Member, shall be regarded as
signed by the Member for purposes of this Section.
ARTICLE XIII.
Organizer
The name and address of the organizer of the Company is as follows:
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Name Address
Dave Ashworth 8220 Walnut Hill Lane, Suite 700
Dallas, Texas 75231
IN WITNESS WHEREOF, the undersigned, being the organizer designated in Article
XIII, has executed these Articles of Organization this 1day of April, 1996.
ORGANIZER:
/s/Dave Ashworth
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ARTICLES OF AMENDMENT TO THE
ARTICLES OF ORGANIZATION OF
TELEHEALTH RESOURCES, L.L.C.
Pursuant to the provisions of Article 3.06 of the Texas Limited Liability
Company Act, the undersigned limited liability company adopts the following
Articles of Amendment to its Articles of Organization in order to change the
name of the company.
ARTICLE ONE
The name of the company is Telehealth Resources, L.L.C.
ARTICLE TWO
ARTICLE I of the Articles of Organization is hereby amended so as to provide in
its entirety as follows:
"ARTICLE I.
The name of the limited liability company is
"ProvidaCare, L.L.C."
ARTICLE THREE
The foregoing amendment to the Articles of Organization was adopted by the
Unanimous Written Consent of the Members dated December 19, 1996, and the
Unanimous Written Consent of the Board of Managers of the Company dated December
19, 1996.
DATED this 19 day of December, 1996.
TELEHEALTH RESOURCES, L.L.C.
By: /s/Dave Ashworth
----------------------------
Dave Ashworth, Manager
Office of the Corporations Section
Secretary of State P.O. Box 13697
Austin, Texas 78711-3697
STATEMENT OF CHANGE OF REGISTERED OFFICE OR
REGISTERED AGENT OR BOTH BY A CORPORATION,
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
1. The name of the entity is ProvidaCare, LLC.
The entity's charter/certificate of authority/file number is 0701746822.
2. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is: 8220 Walnut Hill Lane, Ste. 700, Dallas, TX 75231.
3. A. _____ The address of the NEW registered office is: (Please provide
street address, city, state and zip code. The address must be in Texas.)
c/o C T CORPORATION SYSTEM,
350 N. St. Paul Street,
Dallas, Texas 75201.
OR B. _____ The registered office address will not change.
4. The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is Charles W. Boes.
5. A. _____ The name of the NEW registered agent is C T CORPORATION SYSTEM.
OR B. _____ The registered agent will not change.
6. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be identical,
as required by law.
7. The changes shown above were authorized by: Business Corporations may
select A or B Limited Liability Companies may select D or E Non-Profit
Corporations may select A, B, or C Limited Partnerships select F
A. _____ The board of directors; OR
B. _____ An officer of the corporation so authorized by the board of
directors; OR
C. _____ The members of the corporation in whom management of the
corporation is vested pursuant to article 2.14C of the Texas Non-Profit
Corporation Act.
D. X Its members
E. _____ Its managers
F. _____ The limited partnership
/s/ X
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(Authorized Officer of Corporation)
(Authorized Member or Manager of LLC)
(General Partner of Limited Partnership)