STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 12/22/1997
971442572 - 2833936
CERTIFICATE OF INCORPORATION
OF
NORTH BUCKNER ACQUISITION CORP.
FIRST: The name of the corporation is North Buckner Acquisition Corp.
(the "Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is 1013 Centre Road, Wilmington, Delaware 19805 in the county of
New Castle. The name of the Corporation's registered agent is Corporation
Service Company.
THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware (the "GCL").
FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is 1,000 shares of common stock, par value $.01
per share.
FIFTH: The name and mailing address of the Corporation's incorporator
is:
Name Mailing Address
---- ---------------
Keith A. Sigale c/o Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
SIXTH: The Board of Directors of the Corporation is expressly authorized
to adopt, amend or repeal the by-laws of the Corporation (the"By-Laws").
SEVENTH: Elections of directors need not be by written ballot unless
otherwise provided in the By-Laws.
EIGHTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the GCL.
NINTH: The Corporation shall indemnify each director, officer, trustee,
employee or agent of the Corporation and each person who is or was serving at
the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise in the manner and to
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the fullest extent provided in Section 145 of the GCL as the same now exists or
may hereafter be amended.
The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is such incorporator's act deed and that the facts
stated therein are true.
Dated: December 22, 1997 /s/ Keith A. Sigale
---------------------------
Keith A. Sigale, Incorporator
c/o Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
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State of Delaware
Office of the Secretary of State PAGE 1
________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER,
WHICH MERGES:
"NORTH BUCKNER DIALYSIS CENTER, INC.", A TEXAS CORPORATION, WITH AND INTO
"NORTH BUCKNER ACQUISITION CORP." UNDER THE NAME OF "NORTH BUCKNER DIALYSIS
CENTER, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF MARCH.
A.D. 1998, AT 3 O'CLOCK P.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9046123
DATE: 04-24-98
[LETTERHEAD OF THE STATE OF DELAWARE APPEARS HERE]
CERTIFICATE OF MERGER
OF
NORTH BUCKNER DIALYSIS CENTER, INC.,
a Texas corporation
INTO
NORTH BUCKNER ACQUISITION CORP.,
a Delaware corporation
* * * * * * * * *
The undersigned corporation
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
NORTH BUCKNER DIALYSIS CENTER, INC. Texas
NORTH BUCKNER ACQUISITION CORP. Delaware
SECOND: That an AGREEMENT AND PLAN OF MERGER between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of
Section 252 of the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is NORTH
BUCKNER ACQUISITION CORP., a Delaware corporation.
FOURTH: That once the merger is effective, the Certificate of Incorporation
of NORTH BUCKNER ACQUISITION CORP., a Delaware corporation, which is surviving
the
merger, will be amended to read as follows: "Article First: The name of the
Corporation is North Buckner Dialysis Center, Inc."
FIFTH: That the effective date and time of the merger shall be April 1,
1998 at 12:01 a.m. Central time.
SIXTH: That the AGREEMENT AND PLAN OF MERGER is on file at the principal
place of business of the surviving corporation, the address of which is 3650
North Buckner Boulevard, Suite 108, Dallas, Texas 75228.
SEVENTH: That a copy of the AGREEMENT AND PLAN OF MERGER will be furnished
by the surviving corporation, on request and without cost, to any stockholder of
any constituent corporation.
EIGHTH: The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:
NUMBER OF
AUTHORIZED PAR VALUE
CORPORATION CLASS SHARES PER SHARE
----------- ----- ---------- ---------
North Buckner Dialysis Center, Inc. Common 1,000 $.01
[SIGNATURE PAGE FOLLOWS]
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Dated as of March 31, 1998
NORTH BUCKNER ACQUISITION CORP., a Delaware
corporation
By: /s/ John B. Bourke
---------------------------
Chief Financial Officer, an authorized
-----------------------
signatory John B. Bourke
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