EXHIBIT 3.13
Certificate No. 6595
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STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, ARTICLES OF INCORPORATION, duly signed and verified of DU PAGE
DIALYSIS, LTD. incorporated under the laws of the State of ILLINOIS have been
filed in the Office of the Secretary of State as provided by The "Business
Corporation Act" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, ALAN J. DIXON, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach thereto a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, Thereto set my hand and cause to be affixed the
Great Seal of the State of
Illinois, Done at the City of
Springfield, this 30th day of April
(SEAL) A.D. 1979 and of the Independence
of the United States the two
hundred and 3rd
/s/ Alan J. Dixon
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SECRETARY OF STATE
FORM B C A-47
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY
THE INSTRUCTIONS ON THE BACK THEREOF.
(THESE ARTICLES MUST BE FILED IN DUPLICATE)
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(Do note write in this space)
STATE OF ILLINOIS, ) Date Paid 4/30/79
)ss. Initial License Fee $ .50
) Franchise Tax $31.25
COOK COUNTY _______________ ) Filing Fee $75.00
TO ALAN J. DIXON, Secretary of State Clerk /s/ JP $106.75
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The undersigned,
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Address
Name Number Street City State
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LUIS E. CESPEDES, M.D. 79 W. Monroe, Suite 700, Chicago, Il.60603
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________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
being one or more natural persons of the age of twenty-one years or more or a
corporation, and having subscribed to shares of the corporation to be organized
pursuant hereto, for the purpose of forming a corporation under "The Business
Corporation Act" of the State of Illinois, do hereby adopt the following
Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: DU PAGE DIALYSIS, LTD.
ARTICLE TWO
The address of its initial registered office in the State of Illinois is: Suite
700, 79 W. Monroe Street, in the City of Chicago (60603) County of Cook and the
(Zip Code)
name of its initial Registered Agent at said address is: Bernard Kleinman
ARTICLE THREE
The duration of the corporation is: perpetual
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
MEDICAL CORPORATION: To own, operate and maintain an establishment for the
study, diagnosis and treatment of human ailments and injuries, whether
physical or mental and to promote medical, surgical and scientific research
and knowledge, specializing in nephrology and dialysis; provided, that
medical or surgical treatment, consultation or advice may be given by
employees of the corporation only if they are licensed pursuant to the
Medical Practice Act.
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 100,000, divided into one classes. The designation of each class,
the number of shares of each class, and the par value, if any, of the shares of
each class, or a statement that the shares of any class are without par value,
are as follows:
Series Number of Par value per share of statement that shares
Class (If any) Shares are without par value
Common None 100,000 $1.00
PARAGRAPH 2: The preferences, qualifications, limitations, restrictions, and the
special or relative rights in respect of the shares of each class are:
None
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
Total consideration to be
Class of shares Number of shares received therefor:
Common 1,000 $ 1,000.00
$
ARTICLE SEVEN
The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is: Four (4)
ARTICLE NINE
PARAGRAPH 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $______
PARAGRAPH 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $_______
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $______
PARAGRAPH 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $______
NOTE: If all the property of the corporation is to be located in this State
and all of its business is to be transacted at or from places of business in
this State, or if the incorporators elect to pay the initial franchise tax on,
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Nine need not be stated.
/s/ Luis E. Cespedes, M.D.
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LUIS E. CESPEDES, M.D.
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-------------------------------- } Incorporators
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NOTE: There may be one or more incorporators. Each incorporator shall be
either a corporation, domestic or foreign, or a natural person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation shall be shown and the execution must be
by its President or Vice-President and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS )
) ss.
COOK County )
I, NANCY PATRICK, A Notary Public, do hereby certify that on the 22 day of
March 1979 LUIS E. CESPEDES, M.D. personally appeared before me and being first
duly sworn by me acknowledged the signing of the foregoing document in the
respective capacities therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
Place
(NOTARIAL SEAL /s/ Nancy Patrick
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Here Notary Public
FORM B C A-47
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ARTICLES OF INCORPORATION
________________________________________________________________________________
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The following fees are required to be paid at the time of issuing Certificate of
Incorporation: Filing fee $75.00; Initial license fee of 50c per $1,000.00 or
1/20th of 1% of the amount of stated capital and paid-in surplus the corporation
proposes to issue without further report (Article Six): Initial franchise tax of
1/10th of 1% of the issued, as above noted. However, the minimum initial
franchise tax is $25.00 and varies monthly on $25,000, or less, as follows:
January, $37.50; February, $35.42; March, $33.33; April, $31.25; May, $29.17;
June, $27.08; July, $25.00; August, $22.92; September, $20.83; October, $18.75;
November, $16.67; December, $14.58; (See Sec. 133 BCA).
In excess of $25,000, the franchise tax per $1,000.00 is as follows: Jan.,
$1.50; Feb., 1,4167; March, 1.3334; April, 1.25; May, 1.1667; June, 1.0834;
July, 1.00; Aug., .9167; Sept., .8334; Oct., .75; Nov., .6667; Dec., .5834.
All shares issued in excess of the amount mentioned in article Six of this
application must be reported within 60 days from date of issuance thereof, and
franchise tax and license fee paid thereon; otherwise, the corporation is
subject to a penalty of 1% for each month on the amount until reported and
subject to a fine of not to exceed $500.00.
The same fees are required for a subsequent issue of shares except the filing
fee is $1.00 instead of $75.00.
/s/ Allan J. Dixon
Secretary of State
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File Number 5173-474-2
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF DU PAGE
DIALYSIS, LTD. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN
FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS
CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I George H. Ryan, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois at the City of
[SEAL] Springfield this 9TH day of APRIL A.D. 1996 and of the
Independence of the United States the two hundred and
20th.
/s/ George H. Ryan
Secretary of State
Form BCA-10.30 ARTICLES OF AMENDMENT
(Rev. Jan. 1995) File # D5173-474-2
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George H. Ryan SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services This space for use by
Springfield, IL 62756 Secretary of State
Telephone (217) 782-1832
- ------------------------------- Date 4-9-96
Remit payment in check or money Franchise Tax $
order, payable to "Secretary of Filing Fee* $ 25.00
State." Penalty $
GEORGE H. RYAN
*The filing fee for articles of SECRETARY OF STATE Approved:
amendment - $25.00
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1. CORPORATE NAME: DuPage Dialysis, Ltd.
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(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on 3-23, 1995 in the manner indicated below. ("X" one box only)
[_] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
[_] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[_] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
[_] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[_] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by shareholders having not less than the minimum number of votes
required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given notice
in accordance with Section 7.10;
(Notes 4 & 5)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article 1: The name of the corporation is:
________________________________________________________________________________
(NEW NAME)
All changes other than name, include on page 2
(over)
TEXT OF AMENDMENT
b. (If amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)
RESOLVED, that Article Four of the Articles of Incorporation is hereby amended
to read as follows:
"The purpose or purposes or which the corporation is organized are:
To maintain and conduct any and every kind of sales, distribution, leasing,
investment, and service business; to manufacture, process, fabricate,
rebuild, service, invest in, purchase, sell, lease or otherwise dispose of
and generally deal in and with raw materials, products, wares, goods,
merchandise and real and personal property, both tangible and intangible,
of every kind and description; to make investments of every kind and
nature; and to provide services of every kind and character. To aquire,
own, use, convey and otherwise dispose of and deal in real property."
The corporation elects to be governed by the Business Corporation Act and
will not engage in the practice of medicine.
PAGE 2
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of
the number of authorized shares of any class below the number of
issued shares of that class, provided for or effected by this
amendment, is as follows: (If not applicable, insert "No change")
No change
5. (a) The manner, if not set forth in Article 3b, in which said
amendment effects a change in the amount of paid-in capital (Paid-in
capital replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts) is as follows: (If not
applicable, insert "No change")
No change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not
applicable, insert "No Change")
No change
Before Amendment After Amendment
Paid-in Capital $_________ $_________
(COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN
BLACK INK.)
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6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties or perjury,
that the facts stated herein are true.
Dated 3-23 1996 DuPage Dialysis, Ltd.
------------------------, -- ------------------------------
(Exact Name of Corporation &
state of execution
attested by /s/ L E Cespedes MD by /s/ Paul Balter
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(Signature of Secretary or (Signature of President or
Assistant Secretary Vice President
Luis E. Cespedes, M.D., Secy. Paul Balter, M.D., President
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(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 and there are no
officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated_________________________, 19__
____________________________________ __________________________________
____________________________________ __________________________________
____________________________________ __________________________________
____________________________________ __________________________________
Page 3
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or
elected. ((S) 10.10)
NOTE 3. Directors may adopt amendments without shareholder approval in only
seven instances, as follows:
(a) to remove the names and addresses of directors named in the articles
of incorporation;
(b) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant to (S) 5.10 is also
filed;
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is
adversely affected.
(d) to split the issued whole shares and unissued authorized shares by
multiplying them by a whole number, so long as no class or series
is adversely affected thereby;
(e) to change the corporate name by substituting the word "corporation",
"incorporated", "company", "limited", or the abbreviation "corp",
"inc.", "co.", or "ltd." for a similar word or abbreviation in the
name, or by adding a geographical attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with (S) 9.05,
(g) to restate the articles of incorporation as currently
amended. ((S) 10.15)
NOTE 4: All amendments not adopted under (S) 10.10 or (S) 10.15 require (1) that
the board of directors adopt a resolution setting forth the proposed
amendment and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least a 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than
a majority of the outstanding shares entitled to vote and not less than
a majority within each class when class voting applies. ((S) 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be given
notice of the proposed amendment at least 5 days before the consent is
signed. If the amendment is adopted, shareholders who have not signed
the consent must be promptly notified of the passage of the
amendment. ((S)(S)7.10 & 10.20)
Page 4
BCA 5.10/5.20 (Rev. Jul. 1984) File # D 5173-474-2
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JIM EDGAR This Space For Use By
Submit in Duplicate Secretary of State Secretary of State
State of Illinois
Remit payment in Check or Money Date 6-25-86
Order, payable to "Secretary of
State", STATEMENT OF CHANGE OF REGISTERED AGENT Filing Fee $5.00
DO NOT SEND CASH! AND/OR
REGISTERED OFFICE Clerk
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Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is DU PAGE DIALYSIS, LTD.
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___________________________________________________________________________
2. The State or Country of incorporation is Illinois
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3. The name and address of its registered agent and its registered office as
they appear on the records of the office of the Secretary of State (Before
Change) are:
Registered Agent David J. Hochman
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First Name Middle Name Last Name
Registered Office 70 W. Madison, Suite 2200
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Number Street Suite No.(A P.O. Box alone is
not acceptable)
Chicago, IL 60602 Cook
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City Zip Code County
4. The name and address of its registered agent and its registered office
shall be (After All Changes Herein Reported):
Registered Agent David J. Hochman
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First Name Middle Name Last Name
Registered Office 30 N. LaSalle Street
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Number Street Suite No.(A P.O. Box alone is
not acceptable)
Chicago, IL 60602 Cook
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City Zip Code County
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [_] By resolution duly adopted by the board of directors. (Note 5)
b. [X] By action of the registered agent. (Note 6)
(IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated ________________________________, 19____ ______________________________________________________
(Exact Name of Corporation)
attested by __________________________________ by ___________________________________________________
(Signature of Secretary or (Signature of President or vice president)
Assistant Secretary)
__________________________________ ___________________________________________________
(Type or Print Name and Title) (Type or Print Name and Title)
(IF CHANGE OF REGISTERED OFFICE BY REGISTERED AGENT, SIGN HERE. SEE NOTE 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated June 6, 1986 /s/ David J. Hochman
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(Signature of Registered Agent of Record)
NOTES
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address
of the registered agent must be the same.
2. The registered office must include a street or road address, a post office
box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a
certified copy of the artilces of incorporation and a certified copy of the
statement of change of registered office. Such certified copies may be
obtained ONLY from the Secretary of State.
5. Any change of REGISTERED AGENT must be by resolution adopted by the board
of directors. This statement must then be signed by the President (or vice-
president) and by the Secretary (or an assistant secretary).
6. The registered agent may report a change of the REGISTERED OFFICE of the
corporation for which he or she is registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.
FORM BCA-6.10/6.20
File No. D-5173-474-2
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STATEMENT OF CHANGE OR REGISTERED
AGENT AND/OR REGISTERED OFFICE
FILING FEE $5.00
Return to:
David J. Hockman, Esq.
Finger, Hochman & Delott, P.C.
30 North LaSalle Street
Chicago, IL 60602
RETURN TO:
CORPORATION DEPARTMENT
SECRETARY OF STATE
SPRINGFIELD, ILLINOIS 62756
TELEPHONE 217 - 782-7808
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STATE OF ILLINOIS
Office of the Secretary of State
I hereby certify that this is a true and
correct copy, consisting of Twelve
pages, as taken from the original on file in
this office.
/s/ George H. Ryan EXPEDITED
SECRETARY OF STATE
[SEAL] GEORGE H. RYAN
SECRETARY OF STATE APR 27 1998
EXP. FEES 25.00
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DATED: APRIL 27, 1998 COPY - CERT. 11.00
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BY: /s/ James P. Lesley, Jr.
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