EXHIBIT 3.17
ARTICLES OF ORGANIZATION [STAMP]
OF
HEMO DIALYSIS OF AMARILLO, L.L.C.
The undersigned, acting as the sole organizer of a limited liability
company under the Texas Limited Liability Company Act (the "Act"), does
hereby adopt the following Articles of Organization of HEMO DIALYSIS OF
AMARILLO, L.L.C. (the "Company"):
ARTICLE ONE
The name of the Company is HEMO DIALYSIS OF AMARILLO, L.L.C.
ARTICLE TWO
The period of duration of the Company is until the close of Company
business thirty years from the date of filing of these Articles of
Organization with the Texas Secretary of State or until the earlier dissolution
of the Company in accordance with the provisions of its regulations.
ARTICLE THREE
The Company is a limited liability company and is organized for the
purposes the transaction of any and all lawful business for which limited
liability companies may be organized and more specifically, the delivery
and administration of HEMO DIALYSIS, the referral of patients to appropriate
medical doctors.
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ARTICLE FOUR
The principal place of business of the Company in the State of Texas is
1900 S. Coulter, Suite E, Amarillo, Texas 79106.
ARTICLE FIVE
The name of the initial registered agent of the Company in the State of
Texas is George Maliha, M. D., and the address of such initial registered agent
is 1900 S. Coulter, Suite E, Amarillo, Texas 79106.
ARTICLE SIX
The name and address of each organizer is as follows:
NAME ADDRESS
---- -------
Georges M. Maliha, M.D 1900 S. Coulter, Suite E, Amarillo
Texas 79106
ARTICLE SEVEN
The Company is to be managed by one or more managers. The number of initial
managers, who shall serve as managers until the first annual meeting of members
of the Company or until their successors are duly elected, shall be one. The
names and addresses of such initial managers shall be as follows:
Georges M. Maliha, M. D., 1900 S. Coulter, Suite E, Amarillo, Texas 79106.
ARTICLE EIGHT
Any action required by the Act or the Texas Business Corporation Act to be taken
at any annual or special meeting of members, or any action which may be taken
at any annual or special meeting of members, may be taken without a meeting,
without prior notice, and
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without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of membership interests having
not less than the minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all membership interests entitled to
vote on the action were present and voted. Prompt notice of the taking of any
action by the members without a meeting be less than unanimous written consent
shall be given to those members who did not consent in writing to the action.
ARTICLE NINE
No member shall have a preemptive right to acquire any membership interests
or securities of any class that may at any time be issued, sold or offered for
sale by the Company.
ARTICLE TEN
The right of members to cumulative voting in the election of managers is
expressly prohibited.
ARTICLE ELEVEN
A manager of the Company shall not be liable to the Company or its members
for monetary damages for an act or omission in the manager's capacity as a
manager, except that this Article Nine does not eliminate or limit the liability
of a manager to the extent the manager is found liable for (i) a breach of the
manager's duty of loyalty to the Company or its members; (ii) an act or omission
not in good faith that constitutes a breach of duty of the manager to the
Company or an act or omission that involves intentional
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misconduct or a knowing violation of the law; (iii) a transaction from which the
manager received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the manager's office; or (iv) an act or
omission for which the liability of a manager is expressly provided by an
applicable statute. Any repeal or amendment of this Article Ten by the members
of the Company shall be prospective only and shall not adversely affect any
limitation on the liability of a manager of the Company existing at the time of
such repeal or amendment. In addition to the circumstances in which the manager
of the Company is not liable as set forth in the preceding sentences, the
manager shall not be liable to the fullest extent permitted by any provision of
the statutes of Texas hereafter enacted that further limits the liability of a
manager or of a director of a corporation.
IN WITNESS WHEREOF, these Articles of Organization have been executed on
26th October, 1994 by the undersigned.
SOLE ORGANIZER
/s/ Georges Maliha, M.D.
-----------------------------
GEORGES M. MALIHA, M.D.
SUSCRIBED AND ACKNOWLEDGED BEFORE ME on 26th day of October 1994, by the
said GEORGES M. MALIHA, M.D.
[STAMP OF NOTARY PUBLIC APPEARS HERE] /s/ Cindy Hudspeth
--------------------------------
Notary Public; State of Texas
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[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 Hemo Dialysis of
Amarillo, 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 Amarillo.
3. The state, country, or other jurisdiction under laws of which it was
incorporated, organized or associated is Texas, and the address of its
registered or similar office is that jurisdiction is 1900 S. Coulter, Suite
E. Amarillo, Texas 79106.
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 1900 S. Coulter, Suite E, Amarillo,
Texas 79106 and the name of its registered agent at such address if George
Maliha, M.D. The address of the principal office (if not the same as the
registered office) is 1900 S. Coulter, Suite E, Amarillo, Texas 79106.
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
---------------------------------------
Signature of officer, general partner,
manager, representative or attorney-in-
fact of the entity
Before me on this 23rd day of May, 1995, personally appeared Martin Fox and
acknowledged to me that ____ he executed the foregoing certificate for the
purposes therein expressed.
(Notary Seal) /s/ Sharon L. Soucy
---------------------------------------
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 or 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 in 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 cause 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 purpose 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 Hemo Dialysis of
Amarillo, 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 Childress.
3. The state, country, or other jurisdiction under laws of which it was
incorporated, organized or associated is Texas, and the address of its
registered or similar office is that jurisdiction is 7025 1-40 West,
Amarillo 79106.
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 associated
(specify) Limited Liability Company.
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 1900 S. Coulter, Suite E, Amarillo,
Texas 79106 and the name of its registered agent at such address if George
Maliha, M.D. The address of the principal office (if not the same as the
registered office) is ____________________________________________________.
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
---------------------------------------
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.
(Notary Seal) /s/ Deborah C. Chantler
---------------------------------------
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 or 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 in 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 cause 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 purpose are available from this office.
[STAMP APPEARS HERE]
OFFICE OF THE 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 Hemo Dialysis of Amarillo L.L.C.
The entity's charter/certificate of authority/file number is 7009101-22
2. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is: 1900 S. Coulter, Suite E, Amarillo, TX 79106.
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.)
c/o C T CORPORATION SYSTEM 350 N. St. Paul St. Dallas TX 75201.
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 George Maliha, M.D.
5. A. X The name of the NEW registered agent is C T CORPORATION SYSTEM.
---
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 select D or E
Non-Profit Corporations may select A, B, Limited Partnerships select F
or C
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
/s/ John B. Bourke
--------------------------------------
(Authorized Officer of Corporation)
(Authorized Member or Manager of LLC)
(General Partner of Limited
Partnership)