EXHIBIT 3.25
FOR EXAMINATION
DATE: 8-14-87
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DATE: __________
ARTICLES OF INCORPORATION
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OF
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MERCY DIALYSIS CENTER, INC.
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The undersigned natural person over the age of eighteen (18) years, for the
purpose of forming a corporation under the Wisconsin Business Corporation Law,
Chapter 180 of the Wisconsin Statutes, does hereby adopt the following Articles
of Incorporation for such corporation.
ARTICLE I - NAME
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The name of the corporation shall be:
MERCY DIALYSIS CENTER, INC.
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ARTICLE II - PERIOD OF EXISTENCE
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The period of existence of the corporation shall be perpetual.
ARTICLE III - PURPOSES
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The purposes for which this corporation is organized are to engage in any
lawful activity permitted by the Wisconsin Business Corporation Law, Chapter 180
of the Wisconsin Statutes.
ARTICLE IV - CAPITAL STOCK
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The aggregate number of shares of capital stock which this corporation
shall have authority to issue is two thousand eight hundred (2,800) shares,
consisting of one (1) class only, designated as "Common Stock," without par
value. Each authorized, issued, and outstanding share shall be entitled to one
vote.
ARTICLE V - PREEMPTIVE RIGHTS
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No holder of Common Stock shall be entitled as a matter of right to
subscribe for, purchase or receive any part of any issue of additional stock or
shall have any preemptive right to subscribe for or purchase the same.
ARTICLE VI - DIRECTORS
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The number of directors constituting the initial Board of Directors shall
be five (5). Thereafter, the number of directors constituting the Board of
Directors shall be such number as fixed by or in the manner provided in the
Bylaws of this corporation.
The initial members of the Board of Directors shall be:
Ram Rao, M.D.
Paul Balter, M.D.
Michael J. Carbon, M.D.
Arthur M. Morris, M.D.
Craig W. Moore
The directors shall hold office until the first annual meeting of
shareholders at which time successors shall be elected as provided in the
Bylaws.
ARTICLE VII - OFFICERS
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The officers of the corporation, the number thereof, duties and manner of
election shall be as provided in the Bylaws of this corporation.
ARTICLE VIII - AMENDMENT
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The Articles of Incorporation of this corporation may be amended in the
manner authorized by law at the time of such amendment.
ARTICLE IX - REGISTERED OFFICE AND AGENT
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The address of the initial registered office of the corporation is:
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
and the name of the initial registered agent at such address is:
Paul W. Seidenstricker
ARTICLE X - INCORPORATOR
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The name and address of the incorporator is:
Paul W. Seidenstricker
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Executed in duplicate this 10th day of August, 1987.
/s/ Paul W. Seidenstricker
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Paul W. Seidenstricker
STATE OF WISCONSIN )
) SS
MILWAUKEE COUNTY )
Personally came before me this 10th day of August, 1987, the above-named,
Paul W. Seidenstricker, to me known to be the person who executed the foregoing
instrument and acknowledged the same.
/s/ Lynn F. McCauseland
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Notary Public State of Wisconsin
My Commission: Expires 8-21-88
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This Instrument Was Drafted By:
Paul W. Seidenstricker, Attorney at Law
von Briesen & Purtell, S.C.
411 East Wisconsin Avenue
Suite 700
Milwaukee, Wisconsin 53202
(414) 276-1122
-3-
Return to:
von Briesen & Purtell, S.C.
411 East Wisconsin Avenue
Suite 700
Milwaukee, WI 53202
[STAMP APPEARS HERE]
JOINT CONSENT OF SHAREHOLDERS AND DIRECTORS OF
WEST SUBURBAN KIDNEY CENTER, S.C.
IN LIEU OF MEETING
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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 WSKC Dialysis
Services, 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 Four 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 the first sentence of Section 1 of Article I of the
Corporation's By-Laws is hereby amended to read as follows:
"The corporation shall hold an annual meeting of its stockholders for the
election of directors and for the transaction of general business at such place
as may be designated by the Board of Directors at 3:00 p.m., on the second
Saturday in October of each year, if not a legal holiday, and if a legal
holiday, then on the first day following which is not a legal holiday."
RESOLVED, that Section 7 of Article I of the Corporation's By-Laws shall be
revised to read as follows:
"SECTION 7. Proxies. Any stockholder entitled to vote at a meeting of
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stockholders may vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact."
RESOLVED, that Section 2 of Article II of the Corporation's By-Laws shall
be revised to read as follows:
"SECTION 2. Number. The number of directors shall be six (6). The number
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of directors may be increased or decreased from time to time by the amendment of
this section, but no decrease shall have the effect of shortening the term of
any incumbent director. The directors need not be stockholders."
RESOLVED, that the third sentence of Section 1 of Article V of the
Corporation's By-Laws shall be revised to read as follows: "None of the officers
need be directors."
RESOLVED, that Section 6 of Article VI of the Corporation's By-Laws is
hereby amended to read as follows: "The fiscal year of the corporation shall end
on the last day of September."
RESOLVED, that the agreement between the Corporation and its shareholders
entitled "Termination of Stock Purchase Agreement and Amendment of Agreement for
Sale of Stock" is hereby approved and the proper officers of the Corporation are
hereby authorized and directed to execute such agreement on behalf of the
Corporation and to take such actions as shall be necessary and appropriate for
the Corporation to perform its obligations thereunder.
Dated: September 29 , 1995
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/s/ Paul Balter /s/ Michael J. Carbon
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Paul Balter, M.D. Michael J. Carbon, M.D.
/s/ G. Dunea /s/ A. Gupta
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George Dunea, M.D. Ashutosh Gupta, M.D.
/s/ Arthur M Morris /s/ Douglas G. Mufuka
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Arthur Morris, M.D. Douglas G. Mufuka, M.D.
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