EXHIBIT 3.11
ARTICLES OF ORGANIZATION
OF
DIALYSIS SPECIALISTS OF SOUTH TEXAS, L.L.C
------------------------------------------
ARTICLE ONE
The name of the limited liability company is
DIALYSIS SPECIALISTS OF SOUTH TEXAS, 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
-----------------------
ARTICLES OF CORRECTION
The undersigned submits these articles pursuant to Texas Civil Statutes article
1302701 to correct a document which is an inaccurate record of the entry action,
contains an inaccurate or erroneous statement, or was defectively or erroneously
executed, sealed acknowledged, or verified.
ARTICLE ONE
The name of the entity is Dialysis Specialists of South Texas, L.L.C.
ARTICLE TWO
The document to be corrected is the Articles of Organization which was filed in
the Office of the Secretary of State on the 24th day of May, 1995.
ARTICLE THREE
The inaccuracy, error, or defect to be corrected is:
Article five incorrectly lists only 2 members, wherein 3 members should have
been listed at the time of organization.
ARTICLE FOUR
As corrected, the inaccurate, erroneous, or defective portion of the document
reads as follows:
See attached
By: /s/ Martin Fox
----------------------------------.
Martin Fox
Its Member
---------------------------------------.
An Authorized Corporate Officer or Director
or
Limited Liability Company Member or Manager
Forms Articles of Correction for Corporate
and Limited Liability Companies
Attachment A to Article Four of the Statement of Correction
-----------------------------------------------------------
As corrected, the inaccurate, erroneous, or defective portion of the document
reads as follows:
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
William Shaffer 1521 S. Staples, Suite 401
Corpus Christi, Texas 78404
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
DIALYSIS SPECIALISTS OF SOUTH TEXAS, 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 SOUTH TEXAS, L.L.C.
ARTICLE II
ARTICLE FIVE of the Articles of Organization is hereby amended so as to read as
follows:
The names and addresses of the members are as follows:
Name Address
---- -------
HOME DIALYSIS OF AMERICA, INC. 6300 E. E1 Dorado Plaza
Suite 100
Tucson, AZ 85715
William L. Shaffer, M.D. 1521 S. Staples
Suite 401
Corpus Christi, TX 78404
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 July 1, 1995.
Dated: March 20, 1996.
DIALYSIS SPECIALISTS OF
SOUTH TEXAS, L.L.C.
By: HOME DIALYSIS OF AMERICA, INC.
By: /s/ Martin Fox
-----------------------------------
Its: President
OFFICE OF THE [SEAL] CORPORATIONS SECTION
SECRETARY OF STATE P.O. Box 13697
Austin, Texas 78711-3697
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 Dialysis Specialists of South Texas, L.L.C.
The entity's charter/certificate of authority/file number is 07012084.
2. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is: 350 N. St. Paul Street, Dallas, Taxes 75201.
3. A. X The address of the NEW registered office is: (Please provide street
---
address, city, state and zip code. The address must be in Texas.)
4606 FM 1960 W, Suite 400, Houston, Texas 77069.
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 CT Corporation.
5. A. X The name of the NEW registered agent is Anthony Unruh.
---
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 Limited Liability Companies may
Non-Profit Corporations may select select D or E
A, B, or C Limited Partnerships select F
A.___ The board of directors; OR
B.___ An officer of the corporation so authorized by the board of
directors; OR
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. X Its members
---
E.___ Its managers
F.___ The limited partnership HOME DIALYSIS OF AMERICA, INC.
By: /s/ John B. Bourke, C.F.O.
-----------------------------------
(Authorized Member of LLC)
(TEXAS - 2231 - 12/28/95)
[SEAL] 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
South Texas, L.L.C.
2. The assumed name under which the business or professional service is or is
to be conducted or rendered is Beeville Dialysis Center.
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 See Paragraph 6 below.
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 Company.
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 4606 FM 1960 W, Suite 400, Houston,
Texas 77069 and the name of its registered agent at such address is
Anthony Unruh. The address of the principal office (if not the same as the
registered office) is 13434 Up River Road, Suite A-17, Corpus Christi,
Texas.
7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is___________________________________
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 ___________
__________________________________________________________________________.
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.)
HOME DIALYSIS OF AMERICA
By: /s/ John B. Bourke
------------------------------
Signature of Member, Dialysis
Specialists of South Texas
Before me on this 11th day of October, 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, 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
78711-3697. 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 Texas Business and Commerce
Code, (S)36.14. Forms for this purposes are available from this office.
[SEAL] 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
SOUTH TEXAS, 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 4606 FM 1960 W, Suite
400, Houston, Texas 77069.
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 Company.
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 4606 FM 1960 W, Suite 400, Houston,
Texas 77069 and the name of its registered agent at such address is
Anthony Unruh. The address of the principal office (if not the same as the
registered office) is 13434 Up River Road Suite A-17, Corpus Christi,
Texas.
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 ______________________________________
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/ William L. Shaffer
------------------------------------------------
Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity
Before me on this 3 day of 12, 1996, personally appeared WILLIAM L. SHAFFER and
acknowledged to me that ____ he executed the foregoing certificate for the
purposes therein expressed.
[Notary Seal] /s/ Louisa M. Gomez
--------------------------------------------------
Notary Public, State of Texas
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
78711-3697. 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 Texas Business and Commerce
Code, (S)36.14. Forms for this purposes are available from this office.