EXHIBIT 3.9
ARTICLES OF ORGANIZATION
OF
DIALYSIS SPECIALISTS OF CORPUS CHRISTI, L.L.C.
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ARTICLE ONE
The name of the limited liability company is
DIALYSIS SPECIALISTS OF CORPUS CHRISTI, L.L.C.
ARTICLE TWO
The period of duration of the company shall be perpetual or until the
termination of the company in accordance with regulations of the company.
ARTICLE THREE
The purpose for which the company is organized is the transaction of any
and all lawful business for which limited liability companies may be organized
under the Texas Limited Liability Company Act.
ARTICLE FOUR
The registered agent of the limited liability company is CT Corporation
System and the address of its registered office in the State is c/o CT
Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201.
ARTICLE FIVE
The names and addresses of the members are as follows:
Name Address
---- -------
Martin Fox 6300 E. El Dorado Plaza, Suite 100
Tucson, Arizona 85715
Thomas Creel 1113 Furlong Drive,
Libertyville, Illinois 60048
The management of the Company will be vested in the members, the Company
will not have managers.
ARTICLE SIX
The name and addressee of the organizer is as follows:
Name Address
---- -------
Kimberley E. Bender 150 North Michigan Avenue
Suite 3100
Chicago, IL 60601
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of May, 1995.
/s/ Kimberley E. Bender
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
DIALYSIS SPECIALISTS OF CORPUS CHRISTI, L.L.C.
----------------------------------------------
Pursuant to the provisions of Article 3.06 of the Texas Limited
Liability Company Act (the "Act"), the undersigned company adopts the following
Articles of Amendment to its Articles of Organization:
ARTICLE I
The name of the limited liability company is:
DIALYSIS SPECIALISTS OF CORPUS CHRISTI, L.L.C.
ARTICLE II
ARTICLE FIVE of the Articles of Organization is hereby amended so as to read as
follows:
The name and address of the sole member are as follows:
HOME DIALYSIS OF AMERICA, INC.
6300 E. El Dorado Plaza, Suite 100
Tucson, AZ 85715
ARTICLE III
The amendment to the Articles of Organization set forth in Article II above was
approved and adopted by the members of the company pursuant Section D of Article
2.23 of the Act on May 24, 1995.
Dated: March 20, 1996.
DIALYSIS SPECIALISTS OF
CORPUS CHRISTI, L.L.C.
By: HOME DIALYSIS OF AMERICA, INC.
By: /s/ Martin Fox
------------------------------
Its: President
[SEAL APPEARS HERE] ASSUMED NAME CERTIFICATE
1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of limited
partnership, application or comparable document is Dialysis Specialists of
Corpus Christi, L.L.C.
2. The assumed name under which the business or professional service is or is
to be conducted or rendered is Dialysis Specialists of Riverside.
3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is Texas, and the address of its
registered or similar office in that jurisdiction is 4300 South Padre
Island Drive, Corpus Christi 78415.
4. The period, not to exceed 10 years, during which the assumed name will be
used is 10 years.
5. The entity is a (circle one): business corporation, non-profit corporation,
professional corporation, professional association, limited liability
company, limited partnership, registered limited liability partnership or
some other type of incorporated business, professional or other association
(specify) Limited Liability, L.L.C.
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 350 North St. Paul Street, Dallas,
Texas 75201 and the name of its registered agent at such address is c/o CT
Corporation System. The address of the principal office (if not the same
as the registered office) is 4300 South Padre Island Drive, Corpus Christi
78415.
7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is N/A and if the entity is not
incorporated, organized or associated under the laws of Texas, the address
of its place of business in Texas is N/A and the office address elsewhere
is _______________________________________________________________________
__________________________________________________________________________.
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "ALL" or "ALL EXCEPT"):
ALL
(Certificate must be executed and notarized on the back of this form.)
/s/ Martin Fox
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Signature of officer, general
partner, manager, representative or
attorney-in-fact of the entity
Before me on this 11th day of June, 1996, personally appeared Martin Fox and
acknowledged to me that ______ he executed the foregoing certificate for the
purposes therein expressed.
/s/ Deborah C. Chantler
(Notary Seal) -------------------------
Notary Public, State of
Illinois
INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE
1. A corporation, limited liability company, limited partnership or registered
limited liability partnership, which regularly conducts business or renders
a professional service in this state under a name other than the name
contained in its articles of incorporation, articles of organization,
certificate of limited partnership or application, must file an assumed
name certificate with the secretary of state and with the appropriate
county clerk in accordance with section 36.11 of the Texas Business and
Commerce Code.
2. The information provided in paragraph 6 as regards the registered agent and
registered office address in Texas must match the information on file in
this office. To verify the information on file with this office, you may
contact our corporate information unit at (512) 463-5555. Forms to change
the registered agent/office are available from this office should you
require to update this information.
3. A certificate executed and acknowledged by an attorney-in-fact shall
include a statement that the attorney-in-fact has been duly authorized in
writing by his principal to execute and acknowledge the same.
4. For purposes of filing with the secretary of state, the assumed name
registrant should submit an originally executed assumed name certificate
accompanied by the filing fee of $25 to the SECRETARY OF STATE, STATUTORY
FILINGS DIVISION, CORPORATIONS SECTION, P.O. BOX 13697, AUSTIN, TEXAS ????
3697. THE PHONE NUMBER IS (512) 463-5582, TDD: (800) 735-2989, FAX: (512)
463-5709.
5. All assumed name certificates to be filed with the county clerk must be
forwarded directly to the appropriate county clerk by the assumed name
registrant.
6. Whenever an event occurs that causes the information in the assumed name
certificate to become materially misleading (eg. change of registered
agent/office or a change of name), a new certificate must be filed within
60 days after the occurrence of the events which necessitate the filing.
7. A registrant that ceases to transact business or render professional
services under an assumed name for which a certificate has been filed may
file an abandonment of use pursuant to the ???? Business and Commerce Code,
(S)36.14. Forms for this purposes are available from this office
STATEMENT OF ABANDONMENT OF ASSUMED NAME
1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of
organization, certificate of limited partnership, application or comparable
document is Dialysis Specialist of Corpus Christi, L.L.C. and the charter
number, certificate of authority number, or registration number if any, is
07012086.
2. The assumed name being abandoned is Dialysis Specialists of Riverside.
3. The date on which the assumed name certificate was filed in the office of
the Secretary of State is June 13, 1996: an assumed name certificate has
also been filed in the county clerk's office(s) in the following county or
counties:_________________________________________________________________
__________________________________________________________________________
4. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 350 North St. Paul St., Dallas Tx 75201
and the name of its registered agent at such address if CT Corporation
System. The address of the principal office (if not the same as the
registered office is ______________________________________________________
___________________________________________________________________________
5. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is N/A, and if the entity is not
incorporated, organized or associated under the laws of Texas, the address
of its place of business in Texas is ______________________________________
___________________________________________________________, and the office
address elsewhere is _____________________________________________________.
HOME DIALYSIS OF AMERICA, INC.
/s/ John B Bourke
-----------------------------------
Managing Member
By: John Bourke
Its: Chief Financial Officer
Before me on ths 3 day of December 1996, personally appeared JOHN B. BOURKE and
acknowledged to me that ______ he executed the foregoing certificate for the
purposes therein expressed.
(Notary Seal) /s/ Patricia L'Odense
--------------------------------
Notary Public Cook County
(Please refer to the back of this form for additional instructions)