Exhibit 3.268
CERTIFICATE OF INCORPORATION
OF
SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.
FIRST: The name of the corporation is SPECTRUM HEALTHCARE ADMINISTRATIVE
SERVICES, INC.
SECOND: The registered office of the corporation is to be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
FOURTH: The corporation shall be authorized to issue 1,000 shares all of
which are to be of one class and with a par value of $1.00 per share.
FIFTH: The name and mailing address of the incorporator is as follows:
Name Address
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Lilly Dorsa 1101 Market Street
Philadelphia, Pennsylvania 19107
SIXTH: Elections of directors need not be by written ballot.
SEVENTH: The original by-laws of the corporation shall be adopted by the
initial incorporator named herein. Thereafter the Board of Directors shall have
the power, in addition to the stockholders, to make, alter, or repeal the bylaws
of the corporation.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing threefourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class
of creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.
NINTH: 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 are granted subject to this reservation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this 23rd day of May, 1997.
/s/ Lilly Dorsa
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Lilly Dorsa
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")
SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.
2. The registered office of the Corporation within the State of Delaware
is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of
Kent.
3. The registered agent of the Corporation within the State of Delaware is
hereby changed to National Registered Agents, Inc., 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 3/6, 1998.
SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.
By: /s/ S. Kent Fannon
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Name: S. Kent Fannon
Title: Senior Vice President
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CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OP INCORPORATION
OF
SPECTRUM HEALTHCARE ADMINISTRATIVE SERVICES, INC.
(the "Corporation")
Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned Corporation adopts the following Certificate of
Amendment to its Certificate of Incorporation, which amend Article First thereof
so as to change the name of the Corporation.
Article I. The name of the Corporation is Spectrum Healthcare
Administrative Services, Inc.
Article II. The following amendment to the Certificate of Incorporation
was adopted in accordance with Section 242 of the Delaware General Corporation
Law on June 22,1998.
Article First of the Certificate of Incorporation is hereby amended
to read in its entirety as follows:
FIRST: The name of the corporation is Healthcare Administrative Services,
Inc.
Article III. The number of shares of the Corporation outstanding and
entitled to vote at the time of such adoption was one thousand (1,000) shares of
common stock.
Article IV. The holder of all shares outstanding and entitled to vote has
signed a consent in writing adopting said amendment.
Article V. The said amendment does not involve any exchange,
reclassification or cancellation of issued shares of the Corporation.
Article VI. The said amendment does not effect a change in the amount of
stated capital of the Corporation.
By execution of this Certificate of Amendment, the undersigned does hereby
certify, affirm and acknowledge, under penalties of perjury, that this
instrument is the act and deed of the Corporation, and the statements contained
herein are true.
SPECTRUM HEALTHCARE ADMINISTRATIVE
SERVICES, INC.
By: /s/ Scott W. Roloff
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Scott W. Roloff, Senior Vice President & Secretary
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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 HEALTHCARE ADMINISTRATIVE SERVICES, 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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