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Exhibit 3.59
ARTICLES OF INCORPORATION
OF
RADIOLOGY CONSULTING ASSOCIATES, INC.
The undersigned, being a citizen of the United States and desiring to
form a professional corporation in accordance with Chapters 1785 and 1701 of the
Ohio Revised Code, does hereby state the following:
FIRST: The name of the corporation shall be RADIOLOGY CONSULTING
ASSOCIATES, INC.
SECOND: The place in Ohio where its principal office is to be located
is the City of Cleveland Heights, County of Cuyahoga.
THIRD: The purpose for which it is formed shall be:
to practice the profession of medicine and radiology
and to do generally any and all things necessary and
incidental to said practice including those things
authorized in Section 1701.13 Ohio Revised Code.
FOURTH: The number of shares which the corporation is authorized to
have outstanding is Five Hundred (500), all of which are
common shares without par value.
FIFTH: The amount of stated capital with which the corporation shall
begin business is Five Hundred Dollars ($500).
IN WITNESS WHEREOF, I have hereunto subscribed my name this 4th day of
April, 1978.
/s/ Stephen C. Ellis
---------------------------------
Stephen C. Ellis, Incorporator
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NAME CHANGE
OF
CUMMINGS GROUP HOME, INC.
Robert Lamantia, President and Jean Cummings, Secretary of Cummings
Group Home, Inc., an Ohio corporation, with its principal office located at Box
324, Put-In-Bay, Ohio, Put-In-Bay Township, Ottawa County, Ohio, do hereby
certify that at a meeting of the members of said corporation, which was duly
called and held on the 17th day of May, 1978, at which meeting a quorum of
members was present, and that at such meeting the following resolution of
amendment of the Articles of Incorporation to change the name was adopted by the
affirmative vote of more than three-fourths of the members present thereat:
"BE IT RESOLVED, that the name of Cummings Group Home, Inc.,
being the same, is hereby changed to Hickory Farms Homes, Inc., by striking from
the First Article of the Articles of Incorporation, the following:
Cummings Group Home, Inc. and Inserting in lieu thereof:
Hickory Farms Homes, Inc.
BE IT FURTHER RESOLVED, that said Articles of Incorporation
be unamended and unchanged in all other respects."
Said President and Secretary respectfully further certify that the
foregoing resolution has not been repealed, modified or amended and that the
same is now in full force and effect.
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IN WITNESS WHEREOF, the said Robert Lamantia, President, and Jean
Cummings, Secretary, of Cummings Group Home, Inc., acting for and on behalf of
said corporation, have hereunto set their names to be hereunto affixed this 25th
day of January, 1979.
/s/ Robert Lamantia
----------------------------------
Robert Lamantia, President
/s/ Jean Cummings
----------------------------------
Jean Cummings, Secretary
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CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
RADIOLOGY CONSULTING ASSOCIATES, INC.
March 31, 1981
Norbert E. Reich, President and Frank F. Seidelmann,
Secretary, of RADIOLOGY CONSULTING ASSOCIATES, INC., an Ohio professional
corporation, do hereby certify that by unanimous action in writing of the
Shareholders on March 31, 1981, pursuant to the provisions of Section 1701.54 of
the Ohio Revised Code, the following resolutions were adopted to amend the
Articles of Incorporation of RADIOLOGY CONSULTING ASSOCIATES, INC.:
RESOLVED: That ARTICLE FOURTH of the Corporation's Articles of
Incorporation, as amended, be amended in its entirety to read as
follows:
FOURTH: The number of shares which the Corporation is
authorized to have outstanding is Ten Thousand (10,000), all
of which are common shares without par value.
RESOLVED FURTHER: That a new ARTICLE SIXTH be added to said Articles of
Incorporation, as amended, as follows:
SIXTH: These Articles of Incorporation may be amended by the
vote or consent of the holders of shares entitling them to
exercise Eighty Percent (80%) of the voting power of the
Corporation.
IN WITNESS WHEREOF, said Norbert E. Reich, President and Frank
F. Seidelmann, Secretary of RADIOLOGY CONSULTING ASSOCIATES, INC. have hereunto
subscribed their names this 31 day of March, 1981.
/s/ Norbert E. Reich
------------------------------------
NORBERT E. REICH, President
RADIOLOGY CONSULTING ASSOCIATES, INC.
/s/ Frank F. Seidelmann
------------------------------------
FRANK F. SEIDELMANN, Secretary
RADIOLOGY CONSULTING ASSOCIATES, INC.
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CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS
to the ARTICLES OF INCORPORATION of
Radiology Consulting Associates, Inc.
(Name of Corporation)
Dr. Norbert E. Reich who is (X) Secretary ( ) Assistant Secretary [ ]
of the [ ]with its principal location at 30100 Chagrin Blvd.,
Suite 102, Pepper Pike, Ohio 44124 hereby certify that (check the appropriate
box and complete the appropriate statements)
( ) a meeting of the shareholders was duly called for the purpose of
adopting this amendment and held on _____________, 19__, at which
meeting a quorum of the shareholders was present in person or by proxy
and by the affirmative vote of the holders of shares entitling them to
exercise _______% of the voting power of the corporation.
(X) in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose the following resolution to
amend the articles was adopted:
Amend / update corporate address as follows:
30100 Chagrin Blvd.
Suite 102
Pepper Pike, Ohio 44124, [ Co.]
* formerly South Russell, Grauga Co.
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IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 19th day of
September, 1984.
/s/ Norbert E. Reich
------------------------------------
NORBERT E. REICH, President
/s/ Frank E. Seidelmann
------------------------------------
FRANK E. SEIDELMANN, Secretary
Note: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the
election of a second officer before the filing can be made.
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CERTIFICATE OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
RADIOLOGY CONSULTING ASSOCIATES, INC.
The undersigned, Norbert E. Reich, President and Frank E. Seidelmann,
Secretary, of RADIOLOGY CONSULTING ASSOCIATES, INC., an Ohio professional
corporation, hereby certify that, pursuant to the provisions of Ohio Revised
Code Section 1701.54, on Dec. 17, 1987, the following Resolutions were adopted
by unanimous action in writing by the Shareholders of this Corporation:
RESOLVED: That the following amended Articles of Incorporation are
hereby adopted to supersede and take the place of the existing Articles
of Incorporation of the Corporation and all amendments thereto:
FIRST: The name of the corporation shall be REICH,
SEIDELMANN & JANICKI CO.
SECOND: The place in Ohio where its principal office is to be
located is the City of Solon, County of Cuyahoga.
THIRD: The purpose for which it is formed shall be:
To practice the profession of medicine and
radiology and to do generally any and all
things necessary and incidental to said
practice including those things authorized
in Section 1701.13 Ohio Revised Code.
FOURTH: The number of shares which the corporation is
authorized to have outstanding is Ten Thousand
(10,000), all of which are common shares without par
value.
FIFTH: The amount of stated capital with which the
corporation shall begin business is Five Hundred
Dollars ($500).
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SIXTH: These Articles of Incorporation may be amended by the
vote or consent of the holders of shares entitling
them to exercise Eighty Percent (80%) of the voting
power of the Corporation.
SEVENTH: The Corporation may, from time to time, pursuant to
authorization by its Directors and without action by
the Shareholders, purchase or otherwise acquire
shares of the Corporation of any class or classes in
such manner, upon such terms and in such amounts as
the Directors shall determine, to the extent
permitted by law; subject, however, to such
limitation or restriction, if any, as may be imposed
by the terms or provisions of any class of shares or
other securities of the Corporation outstanding at
the time of the purchase or acquisition in question.
IN WITNESS WHEREOF, said officers have executed this Certificate this
27th day of December, 1987.
/s/ Norbert E. Reich
------------------------------------
NORBERT E. REICH, President
/s/ Frank E. Seidelmann
------------------------------------
FRANK E. SEIDELMANN, Secretary
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CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
REICH, SEIDELMANN & JANICKI CO.
Norbert E. Reich, [ILLEGIBLE] Janicki Co. (the "Corporation"), do
hereby certify that in an Action by Written Consent of the Shareholders of the
Corporation dated October 29, 1997, the following resolution amending and
restating the Articles of Incorporation was adopted by all of the Shareholders
of the Corporation:
RESOLVED, that Amended and Restated Articles of Incorporation
attached hereto as Exhibit A and incorporated herein by
reference, are hereby adopted by the Corporation. These
Amended and Restated Articles of Incorporation shall supersede
the existing Articles of Incorporation.
EXECUTED this 31st day of October, 1997.
/s/ Norbert E. Reich
------------------------------------
Norbert E. Reich, President
/s/ Frank E. Seidelmann
------------------------------------
Frank E. Seidelmann, Secretary
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EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
REICH, SEIDELMANN & JANICKI CO.
1 - Name. The name of the corporation is Reich, Seidelmann & Janicki
Co.
2 - Principal Office. The corporation's principal office is located in
the City of Solon, County of Cuyahoga, State of Ohio.
3 - Purpose. The purpose for which the corporation is formed is to
engage in any lawful act or activity for which corporations may be formed under
Sections 1701.01 to 1701.93, inclusive, of the Ohio Revised Code.
4 - Shares. The maximum number of shares which the corporation is
authorized to have outstanding is ten thousand (10,000) all of which shall be
common shares without par value.
5 - Purchase of Shares. The corporation, by action of its directors,
has the right and authority to purchase any of its outstanding shares at such
price and upon such terms as are agreed upon between the corporation and the
selling shareholder, whenever the corporation has funds legally available for
such purchase.
6 - Voting. The holders of a majority of the outstanding voting shares
are authorized to take any action which, but for this provision, would require
the vote or other action of the holders of more than a majority of such shares.
7 - Conflict of Interest. A director or officer of the corporation
shall not be disqualified, because of his office, from dealing or contracting
with the corporation as a vendor, purchaser, employee, agent or otherwise; nor
shall any transaction of the corporation be void or voidable or in any way
affected or invalidated by reason of the fact that any such director or officer,
or any firm of which such director or officer is a member, or any corporation of
which such director or officer is a shareholder, director, or officer, is any
way interested in such
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transaction if the fact that such director, officer, firm, or corporation is so
interested is [ILLEGIBLE] to or is known by such directors of the corporation
who are present at the meeting of the directors at which action upon such
transaction is taken: nor shall any such director or officer be accountable or
responsible to the corporation with respect to any such transaction of the
corporation or for any gains or profits realized by him because he, or any firm
of which he is a member, or any corporation of which he is a shareholder,
officer, or director, is interested in such transaction; and any such director
may be counted in determining the existence of a quorum at any meeting of the
directors of the corporation which will authorize or take action with respect to
any such transaction, and may vote thereat to authorize, ratify, or approve any
such transaction with like force and effect as if he, or any firm of which he is
a member, or any corporation of which he is a shareholder, officer, or director,
were not interested in such transaction. As used herein, "transaction" includes
any contract or other act of the corporation.
8 - Pre-emptive Rights. The pre-emptive right to purchase additional
shares or other securities of the corporation is expressly denied to all
shareholders of all classes.
9 - Superseding Articles of Incorporation. These Amended and Restated
Articles of Incorporation take the place of and supersede the existing Articles
of Incorporation as such may have been heretofore amended.
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