EXHIBIT 3.23
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
LAKE AVENUE DIALYSIS CENTER, P.C.
I, EVAN BAYH, Secretary of State of Indiana, hereby certify that Articles
of Incorporation of the above Corporation, in the form prescribed by my office,
prepared and signed in duplicate by the incorporator(s), and acknowledged and
verified by the same, have been presented to me at my office accompanied by the
fees prescribed by law; that I have found such Articles conform to law; that I
have endorsed my approval upon the duplicate copies of such Articles; that all
fees have been paid as required by law; that one copy of such Articles has been
filed in my office; and that the remaining copy of such Articles bearing the
endorsement of my approval and filing has been returned by me to the
incorporator(s) or his (their) representatives; all as prescribed by the
provisions of the INDIANA PROFESSIONAL, CORPORATION ACT OF 1983, as amended.
NOW, THEREFORE, I hereby issue to such Corporation this Certificate of
Incorporation, and further certify that its corporate existence has begun.
In Witness Whereof, I have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of
Indianapolis, this 19th day of December 1986
[SEAL]
___________________________________________________________
EVAN BAYH, Secretary of State
By_________________________________________________________
Deputy
ARTICLES OF INCORPORATION
OF
LAKE AVENUE DIALYSIS CENTER, P.C.
The undersigned incorporator, desiring to form a corporation (hereinafter
referred to as the "Corporation"), under the provisions of the Professional
Corporation Act of 1983, as amended (hereinafter referred to as the "Act"),
executes the following Articles of Incorporation:
ARTICLE I
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Name
----
The name of the Corporation is Lake Avenue Dialysis Center, P.C.
ARTICLE II
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Purpose
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The purposes for which the Corporation are formed are, and include, to
render professional medical services, and it shall not engage in any business
other than the rendering of professional medical services; provided, however, it
may invest its funds in real estate, mortgages, stocks, bonds, or any other type
of investment and may own real or personal property necessary or appropriate for
rendering its professional medical services, and it shall have the capacity to
act possessed by natural persons in dealing with its investments and its real
and personal property used in rendering professional medical services.
[SEAL] NOTICE OF CHANGE OF REGISTERED Provided by: EVAN BAYH
OFFICE OR REGISTERED AGENT
ALL CORPORATIONS Indiana Secretary of State
State Form 26276(R/ 1-88)
Indiana Code 23-1-24-2 (for profits corporations)
Indiana Code 23-7-1.1-53 (non-profit corporations)
Present original and 2 copies NO FILING FEE
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Name of Corporation Date of incorporation
LAKE AVENUE DIALYSIS CENTER, P.C. DECEMBER 19, 1986
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Current Registered Office Address ZIP Code
ONE NORTH CAPITOL AVENUE, INDIANAPOLIS, INDIANA 46204
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New Registered Office Address c/o The Prentice-Hall Corporation System, Inc.
50 South Meridian Street, Suite 700, Indianapolis, Indiana 46204-3542
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Current Registered Agent (Type or Print Name)
C T CORPORATION SYSTEM
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New Registered Agent (Type or Print Name)
The Prentice-Hall Corporation System, Inc.
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STATEMENTS BY REGISTERED AGENT OR CORPORATION
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This statement is a representation that the new registered agent has
consented to the appointment as registered agent, or statement attached
signed by registered agent giving consent to act as the new registered
agent.
After the change or changes are made, the street address of this
corporation's registered agent and the address of its registered office
will be identical.
The registered agent filing this statement of change of this registered
agent's business street address has notified the represented corporation
in writing of the change, and the notification was manually signed or
signed in facsimile.
The Prentice-Hall Corporation System, Inc.
By:
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IN WITNESS WHEREOF, the undersigned being the (Title of Officer)
Secretary of said corporation executes this notice and verifies,
subject to penalties of perjury, that the statements contained herein
are true, this ________________ day of ________________, 1994.
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Signature Printed Name
(pb) /s/ Paul Balter Paul Balter, M.D.
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ARTICLE III
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Term of Existence
-----------------
The period during which the Corporation shall continue as a corporation is
perpetual.
ARTICLE IV
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Principal Office And Resident Agent
-----------------------------------
The post office address of the principal office of the Corporation is 3515
Lake Avenue, Fort Wayne, Indiana 46805; and the name and post office address of
its resident agent in charge of such office is Dr. Claudia C. Cabaluna, 3515
Lake Avenue, Fort Wayne, Indiana 46805.
ARTICLE V
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Number of Authorized Shares
---------------------------
The total number of shares which the Corporation shall have authority to
issue is 1,000 shares, consisting of 1,000 shares of common, capital stock
without par value.
ARTICLE VI
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Terms of Shares
---------------
Section 1. Designation and Issuance of Shares. The authorized shares of
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the Corporation shall be of one class and kind. The shares may be issued by the
Corporation, and such shares as are reacquired by the Corporation from time to
time and not cancelled may be sold or otherwise disposed of, for such
consideration and upon such terms and conditions as may from time to time be
determined and fixed by the Board of Directors. The consideration received by
the Corporation for authorized shares shall be allocated to stated capital and
to capital surplus by resolution of the Board of Directors prior to, or within a
period
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of sixty (60) days after, the issuance of such shares. The stated capital of the
Corporation may be increased from time to time by resolution of the Board of
Directors directing a transfer from capital or earned surplus.
Section 2. Dividends. Such cash or property distributions with respect to
--------- ---------
shares of the common, capital stock as may be determined by the Board of
Directors may be declared from time to time out of the unreserved and
unrestricted capital or earned surplus of the Corporation, but no dividend
payable in cash or property shall be paid out of capital surplus attributable
to unrealized appreciation in value or revaluation of assets. Such share
dividends as may be determined by the Board of Directors may from time to time
be declared and paid in its own authorized but unissued shares out of any
unreserved and unrestricted capital or earned surplus, including revaluation
surplus, or in its own shares out of any treasury shares that have been
reacquired out of surplus available for dividends, as deduction need be made for
the depletion by sale or lapse of time of wasting assets intended for sale in
the ordinary course of business or property having a limited, life.
Section 3. Preemptive Rights. The holders of shares of the Corporation
--------- -----------------
shall have no preemptive rights.
Section 4. Restrictions on Issue and Transfer of Common, Capital Stock.
--------- -----------------------------------------------------------
The common, capital stock issued hereunder may be issued only to individuals who
hold an unlimited license to practice medicine in the State of Indiana, and no
shares of stock in this Corporation may be transferred to an individual who does
not hold an unlimited license to practice medicine in the State of Indiana.
ARTICLE VII
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Voting Rights of Shares
-----------------------
Except as otherwise provided in the Act, every shareholder of the
Corporation shall have the right, at every shareholders' meeting, to one vote
for each share of stock standing in his name on the books of the Corporation.
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ARTICLE VIII
------------
Initial Stated Capital
----------------------
The Corporation will not commence business until consideration of the value
of at least One Thousand Dollars ($1,000.00) has been received for the issuance
of shares.
ARTICLE IX
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Data Respecting Directors
-------------------------
Section 1. Number. The number of directors constituting the initial Board
--------- ------
of Directors of the Corporation shall be seven (7). The number of directors may
from time to time be fixed by the By-Laws of the Corporation at any number not
less than one (1) nor more than fifteen (15). If and whenever the Code of By-
Laws does not contain a provision specifying the number of directors of the
Corporation, the number shall be one (1).
Section 2. Qualifications. Directors need not be shareholders of the
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Corporation. A majority of the directors at any time shall be citizens of the
United States. All directors shall be of lawful age and shall hold unlimited
license to practice medicine in the State of Indiana.
ARTICLE X
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Further Data Respecting Directors
---------------------------------
Section 1. Names and Post Office Addresses. The names and post office
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addresses of the first Board of Directors of the Corporation are as follows:
Number, Street
Name or Building City & State
---- -------------- ------------
Dr. Claudia C. Cabaluna 2414 Lake Ave. Ft. Wayne, IN
Dr. Arthur M. Morris 101 N. Scoville Oak Park, IL
Dr. Michael J. Carbon 101 N. Scoville Oak Park, IL
Dr. Paul Balter 101 N. Scoville Oak Park, IL
Dr. Douglas G. Mufuka 101 N. Scoville Oak Park, IL
Dr. George Dunea 101 N. Scoville Oak Park, IL
Dr. Ashutosh Gupta 101 N. Scoville Oak Park, IL
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Section 2. Unlimited Licenses. All of such directors hold an unlimited
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license to practice medicine in the State of Indiana.
ARTICLE XI
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Data Respecting Incorporator
----------------------------
The name and post office address of the incorporator is Norman R. Garvin,
1301 Merchants Plaza, Indianapolis, Indiana 46204.
ARTICLE XII
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Provisions For Regulation Of Business
-------------------------------------
And Conduct of Affairs of Corporation
-------------------------------------
Section 1. Professional Regulation. The Corporation and all of its
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shareholders, officers, employees and agents rendering medical services or
engaged in the practice of medicine on behalf of the Corporation shall be
subject to all the laws, rules, and regulations applicable to an individual
engaged in the practice of medicine in the State of Indiana.
Section 2. Prohibited Acts. The Corporation may not do any act which is
--------- ---------------
prohibited to be done by an individual licensed to practice medicine in the
State of Indiana.
Section 3. Professional Relationship. The Corporation and its employees
--------- -------------------------
shall not engage in any activity which would modify the relationship between a
person furnishing professional medical services and a person receiving such
medical services.
Section 4. Professional Services. The professional medical services to be
--------- ---------------------
rendered by the Corporation shall be rendered only through officers, employees
and agents who are individuals and who hold an unlimited license to practice
medicine in the State of Indiana.
Section 5. Termination of Relationship with Corporation. If any officer,
--------- --------------------------------------------
shareholder, agent or employee of the Corporation becomes legally disqualified
to render professional medical services within the State of Indiana, or if he
engages in any activity which under existing law is a restriction or limitation
upon his rendering of medical professional service, the Corporation shall cause
such individual to sever all employment with it and to terminate all financial
interest in the Corporation.
Section 6. Meetings of Shareholders. Meetings of the shareholders of the
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Corporation shall be held at such place,
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within or without the State of Indiana, as may be specified in the respective
notices, or waivers of notice, thereof. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if, prior to such
action, a consent in writing, setting forth the action so taken, shall be signed
by all of the shareholders entitled to vote with respect to the subject matter
thereof, and such written consent is filed with the minutes of the proceedings
of the shareholders.
Section 7. Meetings of Directors. Meetings of the directors of the
--------- ---------------------
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the respective notices, or waivers of notice, thereof.
Any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if prior
to such action a written consent thereto is signed by all members of the Board
or of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of such Board or committee.
Section 8. Code of By-Laws. The Board of Directors of the Corporation
--------- ---------------
shall have power, without the assent or vote of the shareholders, to make,
alter, amend or repeal the Code of By-Laws of the Corporation, but the
affirmative vote of a majority of the members of the Board of Directors, for the
time being, shall be necessary to effect any alteration, amendment or repeal.
If the Code of By-Laws for the time being in force so provides, the Board of
Directors may designate two or more of its number to constitute an Executive
Committee, which Committee, to the extent provided in the Code of By-Laws, shall
have and exercise all the authority of the Board of Directors in the management
of the Corporation, and have power to authorize the execution of all papers or
documents which may require it.
Section 9. Interest of Directors in Contracts. Any contract or other
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transaction between the Corporation and one or more of its directors, or between
the Corporation and any firm of which one or more of its directors are members
of employees, or in which they are interested, or between the Corporation and
any corporation or association of which one or more of its directors are stock
holders, members, directors, officers or employees, or in which they are
interested, shall be valid for all purposes, notwithstanding the presence of
such director or directors at the meeting of the Board of Directors which acts
upon, or in reference to, such contract or transaction and notwithstanding his
or their participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors shall
authorize, approve and ratify such contract or transaction by a vote of a
majority of the directors present, such interested director or directors to be
counted in determining whether a quorum is present and to be counted in
calculating the majority of such quorum necessary to carry such
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vote. This Section of this Article shall not be construed to invalidate any
contract or other transaction which would otherwise be valid under the common
and statutory law applicable thereto.
Section 10. Limitation of Liability and Indemnification of Officers and
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Directors. No officer or director of the Corporation shall be liable to the
- ---------
Corporation for any loss or damage suffered; by it on account of any action
taken or omitted to be taken by him as a Director, officer or employee of the
Corporation in good faith if such person:
i) exercised or used the same degree of care and skill as a prudent
man would have excercised or used under the circumstances in the conduct of
his own affairs; or
ii) took or omitted to take such action in reliance upon advise of
counsel for the Corporation or upon statements made or information
furnished by officers of employees of the Corporation which he had
reasonable grounds to believe, or upon financial statement of the
Corporation prepared by an officer or employee of the Corporation in charge
of its accounts, or certified by a public accountant or firm of public
accountants; or
iii) in good faith considered the assets to be of their book value or
followed what he believed to be sound accounting and business practice.
The Corporation shall indemnify any person against whom there is instituted
or threatened any claim, action, suit or proceeding, whether civil or criminal,
by reason of the fact that he, his testator or intestate is or was a Director,
member of the Executive Commission or officer of the Corporation, or of any
corporation which he served as such at the request of the Corporation, against
any and all liability, reasonable expenses and costs of any nature (excluding
only accounts paid in settlement and including without limitation any and all
attorneys' fees, judgments, fines, penalties and court costs) actually incurred
by him in connection with the defense of such claim, action, suit or proceeding,
or in connection with any appeal therein, except in relation to matters as to
which it shall be finally adjudged in such action, suit or proceeding that such
person, his testator or intestate is liable for gross negligence or wilful
misconduct in the performance of his duties. The Corporation may also reimburse
to any such person any amount paid in settlement of any such claim, action, suit
or proceeding, if it shall be found by a majority of a committee composed of the
Directors not involved in the matter of controversy (whether or not a quorum)
that it is in the interests of the Corporation that such settlement be made and
that such person, his testator or interstate was not guilty of gross negligence
or wilful misconduct.
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If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not so entitled as to others. The Corporation may advance expenses to, or where
appropriate may at its expense undertake the defense of, any such person upon
receipt of an undertaking by or on behalf of such person to repay such expenses
if it should ultimately be determined that he is not entitled to indemnification
under this Article.
The provisions of this Section shall be in addition to and not in
limitation of any other right of indemnification and reimbursement or
limitations of liability to which any Director, member of the Executive
Committee or officer may be entitled as a matter of law. The provisions of this
Section shall apply whether or not at the time of reimbursement the person
reimbursed is then a Director, member of the Executive Committee or officer of
the Corporation. Notwithstanding any repeal of this Section, or other amendment
thereof, its provisions shall be binding upon the Corporation (subject only to
the exceptions hereinabove set forth) as to all actions, suits or proceedings
and expenses connected therewith, judgments and settlements thereof, as above
provided, arising out of matters which occur during or are referable to the
period prior to any such repeal or amendment of this Section.
By vote of the Board of Directors, the Corporation may assent to the
adoption of a by-law or charter provision, having substantially the provisions
of this Section, by any subsidiary, whether or not wholly owned.
Section 11. Additional Powers of Directors. In addition to the powers and
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authorities hereinabove or by statute expressly conferred, the Board of
Directors is hereby authorized to exercise all such powers and do all such acts
and things as may be exercised or done by a corporation organized and existing
under the provisions of the Indiana Professional Corporation Act of 1983, as
amended.
Section 12. Amendment of Articles of Incorporation. Subject to the
---------- --------------------------------------
express provisions of these Articles of Incorporation, the Corporation reserves
the right to amend, alter, change or repeal any provisions contained in these
Articles of Incorporation in the manner now or hereafter prescribed by the
provisions of the Indiana Professional Corporation Act of 1983, as amended, or
any other pertinent enactment of the General Assembly of the State of Indiana;
and all rights and powers conferred hereby on shareholders, directors or
officers are subject to this reserved power.
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IN WITNESS WHEREOF, the undersigned, being the incorporator designated in
Article XI, executes the foregoing Articles of Incorporation and certifies to
the truth of the facts therein stated.
/s/ Norman R. Garvin
-----------------------------------
Norman R. Garvin
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that
Norman R. Garvin, the incorporator executing the foregoing Articles of
Incorporation, personally, before me, acknowledged the execution thereof and
swore to the truth of the facts therein stated.
WITNESS MY HAND and Notarial Seal this 19th day of December, 1986.
/s/ Mary Jane Linton
-----------------------------------
Notary Public
My Commission Expires:
9-25-89
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County of Residence:
Marion
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This instrument prepared by Norman R. Garvin, attorney-at-law.
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[LETTERHEAD OF STATE OF INDIANA APPEARS HERE]
CERTIFICATE OF REGISTRATION
---------------------------
On 12-12-86, the Health Professions Bureau received an application for
certificate of registration from the proposed corporation Lake Avenue Dialysis
Center, P.C.. In accordance with I.C.23-1.5-2-9(c), the Indiana Medical Board
reviewed the application and found that the directors and shareholders of the
proposed corporation are properly licensed in compliance with the statute and
regulations of the licensing authority and that the corporation will be
organized in compliance with the statute and regulations of the licensing
authority. The___________________ Indiana Medical Board certified those facts
to the Bureau and requested that a certificate of registration be issued. The
Lake Avenue Dialysis Center, P.C. has remitted $25.00 to the Health Professions
Bureau according to I.C. 23-1.5-2-9(c) (2). The Health Professions Bureau has
issued this certificate of registration to the proposed corporation____________
Lake Avenue Dialysisi Center, P.C. and certifies that it has complied with I.C.
23-1.5-2-9(b) and (c).
Certificate No. 50002911
----------
/s/ William S. Keorer
-----------------------------------
Executive Director
Board of Chiropractic Examiners . Dental Examiners . Health Facility
Administration . Medical Licensing . Nursing. Optometry . Pharmacy .
Professional Sanitarians . Speech Pathology & Audiology . Psychology .
Veterinary Medical . Hearing Aid Dealer Advisory Committee . Committee of
Podiatric Medicine . Physical Therapy Committee
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
LAKE AVENUE DIALYSIS CENTER PC
and said Articles of Amendment have been prepared and signed in accordance
with the provisions of the Indiana Business Corporation Law, as amended.
The name of the corporation is amended as follows:
LAKE AVENUE DIALYSIS CENTER, INC.
Now, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is April 24, 1996.
In Witness Whereof, I have hereunto
set my hand affixed the seal of the
State of Indiana, at the city of
Indianapolis, this Twenty-forth
day of April, 1996.
[LOGO] ARTICLES OF AMENDMENT OF THE Provided by: JOSEPH H. HOGSETT
ARTICLES OF INCORPORATION SECRETARY OF STATE OF INDIANA
State Form 38333 (A5/9-91) CORPORATIONS DIVISION
State Board of Accounts Approved 1988 302 W. WASHINGTON ST RM E018
INDIANAPOLIS IN 46204
TELEPHONE: (317) 232-6576
INSTRUCTIONS: Use 8 1/2 x 11 inch white paper Indiana Code 23-1-38-1 et seg.
for inserts. Filling requirements - Present FILING FEE $30.00
original and one copy to address in upper right
corner of this form.
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ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
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Lake Avenue Dialysis Center, P.C.
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The undersigned officers of
Lake Avenue Dialysis Center, P.C.
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(hereinafter referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)
[_] Indiana Business Corporation Law [X] Indiana Professional Corporation Act of 1983 ??
---
as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the following facts:
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ARTICLE 1 AMENDMENT(S)
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SECTION 1 The date of incorporation of the corporation is:
December 19, 1986
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SECTION 2 The name of the corporation following this amendment to the Articles
of incorporation is: Lake Avenue Dialysis Center, Inc.
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SECTION 3
The exact text of Article(s) I and II of the Articles of incorporation is
------------
now as follows:
* The Corporation is now organized under the provisions of the Indiana
Business Corporation Law rather than the Indiana Professional Corporation
Act of 1983.
ARTICLE I
---------
Name
----
The name of the Corporation is Lake Avenue Dialysis Center, Inc.
ARTICLE II
----------
Purpose
-------
The purposes for which the Corporation are formed are, and include, 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 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 acquire, own, use,
convey and otherwise dispose of and deal in real property.
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SECTION 4 Date of each amendment's adoption:
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ARTICLE II Manner of Adoption and Vote
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SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a resolution
proposing to amend the terms and provisions of Article(s) I and II of the
Articles of Incorporation and proposed such resolution to the Shareholders,
allowing such Shareholders to vote on the proposed amendment.
The resolution was adopted by: (Select appropriate paragraph)
(a) Vote of the Board of Directors at a meeting held on __________________,
19 ______, at which a quorum of such Board was present.
(b) Written consent executed on _____________________, 1995, and signed by
all members of the Board of Directors.
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SECTION 2 Action by Shareholders:
The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the proposed amendment. The amendment was adopted
by: (Select appropriate paragraph)
(a) Vote of such Shareholders during the meeting called by the Board of
Directors. The result of such vote is as follows:
TOTAL
______________________________
SHAREHOLDERS ENTITLED TO VOTE:
______________________________
SHAREHOLDERS VOTED IN FAVOR:
______________________________
SHAREHOLDERS VOTED AGAINST:
______________________________
(b) Written consent executed on __________________________, 1995, and
signed by all such Shareholders.
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SECTION 3 Compliance with Legal Requirements.
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
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I hereby verify to the penalties of perjury that the statements contained are
true this 21st day of March, 1995.
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Current Officer's Signature Officer's Name Printed
(ccc) Claudia C. Cabaluna Claudia C. Cabaluna, M.D.
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Officer's Title
President
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RETURN TO:
David J. Hochman, Esq,
Finger, Hochman & Delott, P.C.
30 North LaSalle Street, Suite 4300
Chicago, IL 60602
JOINT CONSENT OF SHAREHOLDERS AND DIRECTORS OF
LAKE AVENUE DIALYSIS CENTER, P.C.
IN LIEU OF MEETING
------------------
The undersigned, being all of the Directors and Shareholders of the
above-captioned corporation (the "Corporation"), do hereby authorize and consent
in lieu of meeting to the adoption of the following resolutions:
RESOLVED, that Article One of the Articles of Incorporation is hereby
amended to read as follows: "The name of the Corporation is "Lake Avenue
Dialysis Center, Inc."
RESOLVED, that the proper officers of the Corporation are hereby authorized
and directed to take the necessary steps to change the Corporation's name in
accordance with the foregoing resolution.
RESOLVED, that Article II of the Corporation's Articles of Incorporation is
hereby amended to read as follows:
"The purpose or purposes for 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 acquire, own, use, convey and otherwise dispose of and
deal in real property."
RESOLVED, that Section 1.01 of Article I of the Corporation's By-Laws is
hereby amended to read as follows:
"Section 1.01. Name. the Name of the Corporation is Lake Avenue Dialysis
------------ ----
Center, Inc. (hereinafter referred to as the "Corporation")."
Date: September 29, 1995
------------
/s/ Claudia C. Cabaluna /s/ Paul Balter
- ----------------------------- -------------------------
Claudia C. Cabaluna, M.D. Paul Balter, M.D.
/s/ Arthur M. Morris
- -----------------------------
Arthur M. Morris, M.D.
BEING ALL OF THE DIRECTORS OF THE CORPORATION
/s/ Arthur M. Morris
-------------------------
_____________________________ Arthur M. Morris, M.D.
Claudia C. Cabaluna, M.D.
/s/ George Dunea /s/ Ashutosh Gupta
- ----------------------------- -------------------------
George Dunea, M.D. Ashutosh Gupta, M.D.
/s/ Michael J. Carbon /s/ Paul Balter
- ----------------------------- -------------------------
Michael J. Carbon, M.D. Paul Balter, M.D.
/s/ Douglas G. Mufuka, M.D.
- -----------------------------
Douglas G. Mufuka, M.D. _________________________
Edward Lelonek, M.D.
BEING ALL OF THE SHAREHOLDERS OF THE CORPORATION
2
"Section 1.01. Name. The Name of the Corporation is Lake Avenue Dialysis
------------ ----
Center, Inc. (hereinafter referred to as the "Corporation")."
Date: September 29, 1995
------------
_____________________________ _________________________
Claudia C. Cabaluna, M.D. Paul Balter, M.D.
____________________________
Arthur M. Morris, M.D.
BEING ALL OF THE DIRECTORS OF THE CORPORATION
_____________________________ _________________________
Claudia C. Cabaluna, M.D. Arthur M. Morris, M.D.
_____________________________ _________________________
George Dunea, M.D. Ashutosh Gupta, M.D.
_____________________________ _________________________
Michael J. Carbon, M.D. Paul Balter, M.D.
/s/ Edward Lelonek
-------------------------
_____________________________ Edward Lelonek, M.D.
Douglas G. Mufuka, M.D.
BEING ALL OF THE SHAREHOLDERS OF THE CORPORATION
2
"Section 1.01. Name. The Name of the Corporation is Lake Avenue Dialysis
------------ ----
Center, Inc. (hereinafter referred to as the "Corporation")."
Date: September 29, 1995
------------
/s/ Claudia C. Cabaluna
- -----------------------------
Claudia C. Cabaluna, M.D. _________________________
Paul Balter, M.D.
_____________________________
Arthur M. Morris, M.D.
BEING ALL OF THE DIRECTORS OF THE CORPORATION
_____________________________ _________________________
Claudia C. Cabaluna, M.D. Arthur M. Morris, M.D.
_____________________________ _________________________
George Dunea, M.D. Ashutosh Gupta, M.D.
_____________________________ _________________________
Michael J. Carbon, M.D. Paul Balter, M.D.
_____________________________ _________________________
Douglas G. Mufuka, M.D. Edward Lelonek, M.D.
BEING ALL OF THE SHAREHOLDERS OF THE CORPORATION
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