EXHIBIT 3.27
CERTIFICATE OF INCORPORATION
OF
NEW YORK DIALYSIS
MANAGEMENT, INC.
(New York Domestic)
UNDER SECTION 402
OF THE BUSINESS STATE OF NEW YORK
DEPARTMENT OF STATE
CORPORATION LAW
FILED MAR 15 1990
AMT OF CHECK $280
FILING FEE $100
COUNSEL: David S. Hochman TAX $160
FINGER, HOCHMAN & DELOTT. COUNTY FEE $________
P.C. COPY $10
30 N. LaSalle Street REFUND $________
Chicago, IL 60602 SPEC HANDLE 10
BY: D Y
----------------------
CERTIFICATE OF INCORPORATION
OF
NEW YORK DIALYSIS MANAGEMENT, INC.
==================================
Under Section 402 of the Business Corporation Law
WE, THE UNDERSIGNED, all of the age of eighteen years or over, for the
purpose__ of forming a corporation pursuant to Section 402 of the Business
Corporation Law of New York, do hereby certify:
FIRST: The name of the corporation is:
New York Dialysis Management, Inc.
SECOND: The purposes for which it is formed are: To engage in any lawful
act or activity for which corporations may be organized under the Business
Corporation Law; provided that the corporation is not formed to engage in any
act or activity which requires the consent or approval of any state official,
department, board, agency or other body, without such consent or approval first
being obtained; and provided further that the corporation is not formed to
engage in the ownership and/or operation of a diagnostic and treatment center
under Article 28 of the Public Health Law.
THIRD: The office of the corporation is to be located at 1200 Van Nest
Avenue, County of Bronx, State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is Three Thousand Two Hundred (3,200) without par value.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the Secretary of State shall mail a copy of any process
against the corporation served upon him is: c/o C T Corporation System, 1633
Broadway, New York, New York 10019.
SIXTH: The name and address of the registered agent which is to be the
agent of the corporation upon whom process against it may be served are C T
Corporation System, 1633 Broadway, New York, New York 10019.
IN WITNESS WHEREOF, I, have made and signed this certificate this 28th day
of February, 1990 and I affirm the statements contained therein as true under
penalties of perjury.
(rmd) /s/ Robert Dodge
----------------------------
(Signature)
Robert M. Dodge
----------------------------
(Name of Incorporator)
101, North Scoville
Oak Park, IL 60302
----------------------------
(Address)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
NEW YORK DIALYSIS MANAGEMENT, INC.
----------------------------------
Under Section 805 of the Business Corporation Law
* * * * * *
WE, THE UNDERSIGNED, Craig W. Moore and Paul Balter, M.D., being
respectively the President and the Secretary of New York Dialysis Management,
Inc. do hereby certify:
1. The name of the corporation is New York Dialysis Management, Inc.
2. The certificate of incorporation of said corporation was filed by the
Department of State on March 15, 1990.
3. (a) The certificate of incorporation is amended to increase the
aggregate number shares which the Corporation has authority to issue from 3,200
to 7,000.
(b) To effect the foregoing, Article Fourth of the Certificate of
Incorporation is hereby amended to read as follows:
"FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is Seven Thousand (7,000), without par
value."
4. The amendment was authorized in the following manner: By unanimous
written consent of the Board of Directors, followed by the unanimous written
consent of all of the shareholders.
IN WITNESS WHEREOF, we have made and signed this certificate this 1st day
of October, 1991 and we affirm the statements contained therein as true under
penalties of perjury.
NEW YORK DIALYSIS MANAGEMENT, INC:
By: (cwm) /s/ Craig W. Moore
--------------------------------------
Craig W. Moore, President
By: (pb) /s/ Paul Balter
--------------------------------------
Paul Balter, M.D., Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
NEW YORK DIALYSIS MANAGEMENT INC.
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED APR 09 1992
TAX $ 190
-------------
BY: SAC
---------------
BRONX
Finger Hochman & Delott, P C
30 North LaSalle Street, Ste. 4300
Chicago, IL 60602
CERTIFICATE OF CHANGE
OF
NEW YORK DIALYSIS MANAGEMENT, INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation is: NEW YORK DIALYSIS MANAGEMENT, INC.
SECOND: The Certificate of Incorporation of the corporation was filed by
the Department of State on March 15, 1990.
THIRD: The Certificate of Incorporation of the corporation is hereby
changed, pursuant to the authorization of the Board of Directors of the
Corporation, so as to change the post office address to which the Secretary of
State shall mail a copy of any process against the corporation served upon him
and to change designation of registered agent. To accomplish said changes:
(a) The following statement of said post office address to which the Secretary
of State shall mail a copy of process is substituted:
"The post office address within the State of New York to which the
Secretary of State shall mail a copy of any process against the
corporation served upon him is c/o The Prentice-Hall Corporation
System, Inc., 15 Columbus Circle, New York, New York 10023-7773."
(b) The following statement of designation of registered agent is substituted:
"The name and the address of the registered agent of the corporation
are The Prentice-Hall Corporation System, Inc., 15 Columbus Circle,
New York, New York 10023-7773. Said registered agent is to be the
agent upon which process against the corporation may be served."
IN WITNESS WHEREOF, we have subscribed this document on the date hereinafter set
forth and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Dated: 3-25-94
Name of
Signers /s/ Craig W. Moore
-----------------------------------------
Craig W. Moore President
Name of
Signer /s/ Paul Balter M.D.
-----------------------------------------
Paul Balter, M.D. Secretary
CERTIFICATE OF CHANGE
OF
NEW YORK DIALYSIS MANAGEMENT, INC.
(Under Section 805-A of the Business Corporation Law)
STATE OF NEW YORK Filed By:
DEPARTMENT OF STATE FINGER, HOCHMAN & DELOTT P.C.
FILED APR 18,1994 30 N. LaSalle Street, Suite 4306
TAX $________________ Chicago, IL 60602
BY: Att: Becky Eytcheson
------------------
BRONX
CERTIFICATE OF CHANGE
OF
NEW YORK DIALYSIS MANAGEMENT, INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation (the "corporation") is
NEW YORK DIALYSIS MANAGEMENT, INC.
SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on 03-15-90
THIRD: The certificate of incorporation of the corporation is hereby
changed, so as to change the post office address to which the Secretary of State
of New York shall mail a copy of process against the corporation served upon him
and to change the address of the registered agent; and to accomplish said
changes, the statements in the certificate of incorporation relating to said
post-office address and the designation of registered agent are hereby stricken
and the following statements are substituted in lieu thereof;
"The post office address within the State of New York to
which the Secretary of State of New York shall mail a copy
of any process against the corporation served upon him is
c/o THE PRENTICE-HALL CORPORATION SYSTEM, INC. 500 Central
Avenue Albany, New York 12206-2290"
"The name and the address of the registered agent of the
corporation are THE PRENTICE-HALL CORPORATION SYSTEM, INC.
500 Central Avenue Albany, New York 12206-2290. Said
registered agent is to be the agent upon which process
against the corporation may be served."
FOURTH: A notice of the proposed changes was mailed by the undersigned to
the corporation not less than 30 days prior to the date of the delivery of this
certificate to the of Department of State and the corporation has not objected
thereto. The person signing this certificate is the agent of the corporation to
whose address the Secretary of State of New York is required to mail copies of
process and the registered agent of the corporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Date: February 1, 1995
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
/s/ Dennis Howarth
-----------------------------------
Dennis Howarth, Vice President
/s/ Richard L. Kushay
-----------------------------------
Richard L. Kushay, Asst. Secretary
CERTIFICATE OF CHANGE
of
NEW YORK DIALYSIS MANAGEMENT, INC.
(Under Section 805-A of the Business Corporation Law)
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED MARCH 13 1995
TAX $________________
BY: R J C
------------------
Margaret Timmins
THE PRENTICE-HALL, CORPORATION SYSTEM, INC.
375 Hudson Street, 11th Floor
New York, New York 10014-3660
Certificate of Change
of
NEW YORK DIALYSIS MANAGEMENT, INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation (the "corporation") is
NEW YORK DIALYSIS MANAGEMENT, INC.
SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on
03-15-1990
THIRD: The certificate of incorporation of the corporation is hereby
changed, so as to change the post office address to which the Secretary of State
of New York shall mail a copy of any process against the corporation served upon
said Secretary of State and to change the address of the registered agent; and
to accomplish said changes, the statements in the certificate of incorporation
relating to said post office address and the designation of registered agent are
hereby stricken and the following statements are substituted in thereof;
"The post office address within the State of New York to
which the Secretary of State of New York shall mail a copy
of any process against the corporation served upon him is
c/o THE PRENTICE-HALL CORPORATION SYSTEM, INC. 80 State
Street, Albany, New York 12207"
"The name and the address of the registered agent of the
corporation are THE PRENTICE-HALL CORPORATION SYSTEM, INC.
80 State Street, Albany, New York 12207. Said registered
agent is to be the agent upon which process against the
corporation may be served."
FOURTH: A notice of the proposed changes was mailed by the undersigned to
the corporation not less than 30 days prior to the date of the delivery of this
certificate to the Department of State and the corporation has not objected
thereto. The person signing this certificate is the agent of the corporation to
whose address the Secretary of State of New York is required to mail copies of
process and the registered agent of the corporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Date: March 3, 1997
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
/s/ William G. Popeo
------------------------------------
William G. Popeo, Vice President
/s/ John H. Pelletier
------------------------------------
John H. Pelletier, Asst. Secretary
CERTIFICATE OF CHANGE
of
NEW YORK DIALYSIS MANAGEMENT, INC.
(Under Section 805-A of the Business Corporation Law)
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED APRIL 14, 1997
TAX $_______________
BY: Neil
-----------------
Bronx
Anne Grigorakos
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
375 Hudson Street, 11th Floor
New York, New York 10014