Exhibit 3.166
CERTIFICATE OF INCORPORATION
OF
EM-CODE REIMBURSEMENT SOLUTIONS, INC.
Pursuant to the provisions of Section 102
of the General Corporation Law of the
State of Delaware
I, the undersigned, for the purpose of creating and organizing a
corporation under the provisions of and subject to the requirements of the
General Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows
FIRST: Name. The name of the corporation (the "Corporation") is:
EM-CODE REIMBURSEMENT SOLUTIONS, INC.
SECOND: Effective Date. The incorporation of the Corporation pursuant
hereto shall be effective upon filing this Certificate of
Incorporation with the Delaware Secretary of State.
THIRD: Registered Agent. The address of the registered office of the
Corporation in the State of Delaware is 9 East Loockerman Street,
in the city of Dover, Delaware 19901, county of Kent. The name of
the registered agent at such address is National Registered
Agents, Inc.
FOURTH: Purpose. 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 Delaware General Corporation Law.
FIFTH: Authorized Shares. The aggregate number of shares of stock which
the Corporation shall have authority to issue is One Thousand
(1,000) shares of Common Stock, par value $.01
SIXTH: Incorporator. The name and mailing address of the sole
incorporator of the Corporation are as follow:
Paulette G. Lockwood
1717 Main Street, Suite 5200
Dallas, Texas 75201
SEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter
or repeal the Bylaws of the Corporation, subject to the power of
the stockholders of the Corporation to alter or repeal any Bylaws
made by the Board of Directors. Election of Directors need not be
by written ballot.
EIGHTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation in the manner now or hereafter
prescribed by law, and rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors, or any
other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.
NINTH: 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 (1) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the General Corporation Law of the
State of Delaware, or (4) for any transaction from which the
director derived an improper personal benefit. If the General
Corporation Law of the State of Delaware is amended to authorized
corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of
Delaware, as so amended. Any repeal or modification of the
provisions of this Article Ninth by the stockholders of the
Corporation shall not adversely affect any right or protection of
a director of the Corporation existing at the time of such repeal
or modification.
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IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove
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, certifying and acknowledging under penalties of perjury that the
facts herein stated are true and that this Certificate of Incorporation is her
act and deed, and accordingly has hereunto set her hand, this 16th day of
October,1998.
/s/ Paulette G. Lockwood
------------------------------
Paulette G. Lockwood, Incorporator
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
EM-CODE REIMBURSEMENT SOLUTIONS, INC.
2. The registered office of the corporation within the State of Delaware
is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808,
County of New Castle.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to Corporation Service Company, the business office of which is
identical with the registered office of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on January 29, 2003
"/s/" Robyn E. Bakalar
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Robyn E. Bakalar, Assistant Secretary
DE BC D-COA CERTIFICATE OF CHANGE 09/00 (#163)
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