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EXHIBIT 3.5
ARTICLES OF ORGANIZATION
OF
KCI REAL PROPERTY LIMITED
Pursuant to the provisions of Article 3.01 of the Texas Limited
Liability Company Act, the undersigned, acting as organizer, being a natural
person of eighteen (18) years of age or more, files these Articles of
Organization with the Secretary of State of the State of Texas.
1. The name of the Limited Liability Company shall be:
KCI Real Property Limited
2. The period of duration of the Limited Liability Company shall be
thirty (30) years from the date of the date of filing these Articles of
Organization.
3. The purpose of the Limited Liability Company shall be the
transaction of any or all lawful business for which limited liability companies
may be organized under the Texas Limited Liability Company Act.
4. The address of the principal place of business of the Limited
Liability Company shall be:
3440 East Houston Street
San Antonio, Texas 78219
5. The name of the initial registered agent and the address of the
initial registered office of the Limited Liability Company shall be:
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Robert E. Wehrmeyer, Jr.
3440 East Houston Street
San Antonio, Texas 78219
6. The Limited Liability Company is to be managed by managers. The name
and address of the manager/names and addresses of the managers who are to serve
as managers until the first annual meeting of the members of the Limited
Liability Company or until their successors are duly elected are:
James R. Leininger, M. D. 3440 East Houston St.
San Antonio, TX 78219
Peter A. Leininger, M. D. 3440 East Houston St.
San Antonio, TX 78219
Robert A. Wehrmeyer, Jr. 3440 East Houston St.
San Antonio, TX 78219
7. The Limited Liability Company shall indemnify its managers, officers
and employees to the fullest extent a corporation may indemnify its directors,
officers, employees and agents under the Texas Business Corporation Act, as now
in effect or as hereafter amended.
8. The member and managers of the Limited Liability Company shall not
be liable to the debts, obligations or liabilities of the Limited Liability
Company including under a judgment decree or order of a court. No amendment to
or repeal of this Paragraph 8 shall apply to or have any affect upon the
liability or alleged liability of any manager of the Limited Liability Company
for or with respect to any act or omission of such manager occurring prior to
such amendment or repeal.
EXECUTED this 12th day of June, 1992.
/s/ Dennis E. Noll
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Dennis E. Noll, Organizer
Address: 3440 East Houston Street
San Antonio, Texas 78219
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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 KCI REAL PROPERTY LIMITED. The entity's
charter/certificate of authority/file number is 7000951.
2. The registered office address as PRESENTLY as shown in the records of
the Texas Secretary of State is: 3440 East Houston Street, San Antonio,
Texas 78219.
3. A. _x_ The address of the NEW registered office is: 8023 Vantage Drive,
San Antonio, Texas 78230.
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 Robert A. Wehrmeyer, Jr.
5. A. _x_ The name of the NEW registered agent is Dennis E. Noll.
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
Non-Profit Corporations may select A, B or C
Limited Liability Companies may select D or E
Limited Partnership select F
A.___ The board of directors
B.___ An officer of the corporation so authorized by the board of
directors
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.___ Its members
E. x Its managers
F.___ The limited partnership
/s/ Dennis E. Noll
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(Authorized Officer of Corporation)
(Authorized Member or Manager of LLC)
(General Partner of Limited Partnership)