EXHIBIT 3.37
CERTIFICATE OF INCORPORATION
OF
EVEREST NEW YORK HOLDINGS, INC.
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
The undersigned, for the purpose of forming a corporation pursuant to
the provisions of the Business Corporation Law of the State of New York, does
hereby certify as follows:
1. The name of the Corporation is Everest New York Holdings, Inc.
2. The purposes for which the Corporation is formed are as follows:
a. To engage in any lawful act or activity for which corporations
may be formed under the Business Corporation Law. This
Corporation will not engage in any act or activity for which
approval by any state department, official, board, agency or
other body is required until such approval shall first be
obtained.
b. To do everything necessary, proper, or convenient for the
accomplishment of any of the purposes set forth herein and to do
every other act and thing incidental thereto that is not
prohibited by the laws of the State of New York or by the
provisions of this Certificate of Incorporation.
3. The principal office of the Corporation is to be located in Bronx
County in the State of New York.
4. The Corporation shall have authorized only one class of shares,
which shall consist of two hundred (200) shares of common stock without par
value.
5. The Secretary of State of the State of New York is hereby
designated as the agent of the Corporation upon whom process against the
Corporation may be served. A copy of any such process served upon the Secretary
of State shall be mailed to New York Dialysis Management, Inc., 1325 Morris
Park, Bronx, New York 10461.
6. The period of the Corporation's duration shall be perpetual or
until dissolved by a vote of the shareholders.
7. The subscriber is over the age of eighteen (18) years.
8. Directors shall be elected by a vote of shareholders at the
annual meeting of shareholders.
9. No holder of shares of the Corporation of any class, now or
hereafter authorized, shall have any preferential or preemptive right to
subscribe for, purchase or receive any shares of the Corporation of any class,
now or hereafter authorized, or any options or warrants for such shares, or any
rights to subscribe to or purchase such shares, or any securities convertible to
or exchangeable for such shares, which may at any time be issue, sold or offered
for sale by the Corporation.
10. A director shall not be personally liable to the Corporation or
its shareholders for damage for any breach of duty as a director, except for any
matter in respect of which such director shall be liable by reason that, in
addition to any and all other requirements for such liability, there shall have
been a judgment or other final adjudication
adverse to such director that establishes that such director's acts or omissions
were in bad faith or involved international misconduct or a knowing violation of
law or that such director personally gained in fact a financial profit or other
advantage to which such director was not legally entitled or that such
director's act violated Section 719 of the Business Corporation Law. Neither the
amendment nor the repeal of this Article shall eliminate or reduce the effect of
this Article in respect to any matter occurring, or any cause of action, suit or
claim that, but for this Article, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
11. Subject to any limitations contained elsewhere in this
Certificate of Incorporation, the by-laws of the Corporation may be adopted,
amended or repealed by a majority of the entire board of directors of the
Corporation, but any by-laws adopted by the board of directors may be amended or
repealed by a majority of the shareholders entitled to vote thereon. Except as
may otherwise be specifically provided in this Certificate of Incorporation, no
provision of this Certificate of Incorporation is intended by the Corporation to
be construed as limiting, prohibiting, denying or abrogating any of the general
of specific powers or right conferred under the Business Corporation Law upon
the Corporation, upon its shareholders, bondholders and security holders, and
upon its directors, officers and other corporate personnel.
12. The Corporation may be dissolved at any time by the affirmative
vote of the holders of a majority of the outstanding shares of the Corporation
entitled to vote thereon at a meeting duly called for that purpose, or by
unanimous written consent of the holders of all outstanding shares entitled to
vote thereon without a meeting. In the event of the dissolution of the
Corporation, corporate property and assets shall, after payment of all debts of
the
Corporation, be distributed to the shareholders, each shareholder to participate
in such distribution in direct proportion to the number of shares held by each
shareholder.
IN WITNESS WHEREOF, the undersigned has executed, signed and
acknowledged this Certificate of Incorporation as of the 22nd day of July, 1997.
/s/ E. Raymond Kolarsey
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E. Raymond Kolarsey
121 State Street
Albany, New York 12207
STATE OF NEW YORK )
) ss.:
COUNTY OF ALBANY )
On this 22nd day of July, 1997, before me the subscriber, personally
appeared E. RAYMOND KOLARSEY, to me known and known to me to be the same person
described in and who executed the within Certificate of Incorporation, and he
duly acknowledged to me that he executed the same.
/s/ Flora M. Baller
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Notary Public
FLORA M. BALLER
NOTARY PUBLIC, STATE OF NEW YORK
QUALIFIED IN COLUMBIA COUNTY
MY COMMISSION EXPIRES 11/30/97