EXHIBIT 3.7
Certificate No. 41201
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STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, ARTICLES OF INCORPORATION, duly signed and verified of CONTINENTAL
HEALTH CARE, LTD. incorporated under the laws of the State of ILLINOIS have been
filed in the Office of the Secretary of State as provided by The "Business
Corporation Act" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I Alan J. Dixon, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach thereto a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, Thereto set my hand and cause to be affixed the
Great Seal of the State of Illinois. Done at
the City of Springfield this 4th day of August
A.D. 1980 and of the Independence of the United
(SEAL) States the two hundred and 5th
/s/ Alan J. Dixon
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SECRETARY OF STATE
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(Do not write in this space)
Date Paid 8-4-80
Initial License Fee $ .50
Franchise Tax $ 22.90
Filing Fee $ 75.00
______
Clerk M V 98.40
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FORM BCA-47
ARTICLES OF INCORPORATION
TO ALAN J. DIXON, Secretary of State
The name and address of the incorporators are as follows:
Name Number Street City State Zip Code
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Faye G. Koutselas 55 East Monroe St., Suite 4100, Chicago, IL 60603
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____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
The above named incorporators, being one or more natural persons of the age
of twenty-one years or more or a corporation, and having subscribed to the
shares of the corporation to be organized pursuant hereto, for the purpose
of forming a corporation under "The Business Corporation Act" of the State
of Illinois, do hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: Continental Health
Care, Ltd.
ARTICLE TWO
The name and address of the initial registered agent and registered office
are:
Registered agent David J. Hocluman, Esq.
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Registered office 55 East Monroe St., Suite 4100
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City, Zip Code, County Chicago, IL 60603 County - Cook
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ARTICLE THREE
The duration of the corporation is [X] perpetual OR ________ years
ARTICLE FOUR
The purposes for which the corporation is organized are: To acquire, by
purchase, exchange, lease, or otherwise, and to own, manage, care for and
maintain, hold, use, develop, operate, sell, assign, loans, trasfer, convey,
mortgage, grant security interests in, pledge, or otherwise dispose of or deal
in and with real and personal property of every class or description and rights
and privileges therein wheresoever situated. To carry on a general investment
and management consultant and advisory business relating to investments and the
operation of businesses, plants, properties, and real and personal property of
every kind, in the United States and foreign countries, subject to the
applicable laws thereof. To maintain executive and operating personnel for the
purpose of consulting with and advising others in all matters relating to
investments and the management and operation of businesses and other properties
of every kind. To furnish business investment and management plans and
programs, to formulate policies, and generally to advise and assist others,
under contract or otherwise, in the management of their businesses, plants,
properties and investments. To buy and sell projects and developments on its own
behalf and on behalf of others in connection with the operation, management, and
development of individual and corporate businesses and enterprises of every kind
and description throughout the world in order to secure information and data for
capital investment, both for it ARTICLE FIVE own account and as agent for
others.
(CONTINUED)
Paragraph 1: The class, number of shares, the par value, if any, of each
class which the corporation is authorized to issue, the number the
corporation proposes to issue without further report to the Secretary of
State, and the consideration (expressed in dollars) to be received by the
corporation therefor, are:
Par or Number of shares Number of shares Total consideration
Class Series no par authorized to be issued to be received therefor
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Common None $1.00 10,000 1,000 $ 1,000.00
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____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
Total of all classes 10,000 1,000 Total $ 1,000.00
------ ----- --------
Paragraph 2: Where there is more than one class, the preferences,
qualifications, limitations, restrictions and the special or relative rights in
respect of the shares of each class are:
NOT APPLICABLE
ARTICLE SIX
The corporation will not commence business until at least one thousand dollars
has been received as consideration for the issuance of shares.
ARTICLE SEVEN
The number of directors to be elected at the first meeting of the shareholders
is four (4)
ARTICLE EIGHT
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $ ______.
Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $ ______.
Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $ _____.
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $ _____. The corporation elects to pay its initial
franchise tax on the basis of its entire stated capital.
NOTE: If all the property of the corporation is to be located in this State
and all of its business is to be transacted at or from places of business in
this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Nine need not be stated. The basis for computation of
franchise taxes payable by domestic corporations is set forth in Section 132 of
the Business Corporation Act.
Signature of incorporators: OATH AND ACKNOWLEDGEMENT
/s/ Faye G. Koutselas I, Jan Szczesniewski a Notary
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Public, do hereby certify that on
the 31 day
________________________________________
of July, 1980, the above person or
________________________________________
persons appeared before me and being
________________________________________
first duly sworn by me that they
signed the foregoing document in the
capacity therein set forth and
declared that the statements therein
contained are true.
NOTE: If a corporation acts as IN WITNESS WHEREOF, I have hereunto
incorporator the name of the corporation set my hand and seal the day and
and the state of the corporation shall be year above written.
shown and the execution must be by its
President or Vice-President and verified by Place
him, and the corporate seal shall be Notarial Seal /s/ Jan Szczesniewski
affixed and attested by its Secretary or an Here ---------------------
Assistant Secretary. Notary public
As an incorporator, I declare that this document has been examined by me and is,
to the best of my knowledge and belief, true, correct and complete.
5212-696-7
FORM BCA-47
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ARTICLES OF INCORPORATION
SECRETARY OF STATE
CORPORATION DEPARTMENT
SPRINGFIELD, ILLINOIS 62756
TELEPHONE (217) 787-7880
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The following fees are required to be paid at the time of Issuing Certificate of
Incorporation: Filing fee $75.00. Initial license fee of 50% per $1,000.00 or
1/20th of 1% of the amount of stated capital and paid in surplus the
corporation proposes to issue. Without further report (Article Six): Initial
franchise tax of 1/10th of 1% of the issued, as above noted. However, the
minimum initial franchise tax is $25.00 and varies monthly on $25.000, or less,
as follows: January, $37.50; February, $35.47; March, $33.33; April, $31.25;
May. $29.17; June, $27.08; July, $25.00; August, $72.97; September, $20.83;
October, $18,75, November, $16,67; December, $14.38; (See Section 133 BCA).
In excess of $25.00 the franchise tax per $1000.00 is as follows: Jan., $1.50;
Feb., $1,4167; March, $1,3324; April, $1.25; May, $1,1667; June, $10,834; July,
$1,00; Aug., $.9167; Sep., $.8324; Oct., $.75; Nov., $.6667; Dec., $.5834.
All shares issued in excess of the amount mentioned in Article Six of this
application must be reported with 60 days from date of issuance thereof, and
franchise tax and license fee paid thereon; otherwise, the corporation is
subject to a penalty of 1% for each month on the amounts until reported and
subject to a fine of not to exceed $500.00.
The same fees are required for a subsequent issue of shares except the filing
fee is $5.00 instead of $75.00.
/s/ Alan J Dixon
Secretary of State
RIDER TO ARTICLES OF INCORPORATION OF
Continental Health Care, Ltd.
To engage in capital ventures and business enterprises of every kind and
description, whether as a promoter, partner, member, or associate, or as a
manager of such enterprises.
To engage in consultant and advisory work in connection with the
organization, financing, management, operation, and reorganization of industrial
and commercial enterprises. To manage and to provide management for and
supervise all or part of any and every kind of investment or business
enterprise, and to contract or arrange with any corporation, association,
partnership, or individual for the management, conduct, operation, and
supervision of all kinds of investments and businesses.
[NO TEXT ON PAGE]
Certificate No. 55?40
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION, duly signed and
verified of CONTINENTAL HEALTH CARE, LTD. incorporated under the laws of the
State of ILLINOIS have been filed in the Office of the Secretary of State as
provided by The "Business Corporation Act" of Illinois, in force July 13, A.D.
1933.
Now Therefore I. Alan J. Dixon, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach thereto a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, Thereto set my hand and cause to be affixed the
Great Seal of the State of Illinois. Done at the City of
Springfield this 22nd day of December A.D. 1980 and of
(SEAL) the Independence of the United States the two hundred and
5th
/s/ Alan J. Dixon
--------------------------
SECRETARY OF STATE
FORM BCA-55
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(Do not write in this space)
Date Paid 12-22-80
License Fee $
Franchise Tax $
Filing Fee $ 25.00
(File in Duplicate) Clerk
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CONTINENTAL HEALTH CARE, LTD.
-----------------------------
(Exact Corporate Name)
To ALAN J. DIXON
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
CONTINENTAL HEALTH CARE, LTD.
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
RESOLVED, that the following be added to the purpose clause stated in
Article Four of the Articles of Incorporation.
To act as a real estate broker; however, any officer of the Corporation who
actively participates in the brokerage business for the Corporation and all
salesmen employed by the Corporation will hold a current Certificate of
Registration issued by the Illinois Department of Registration and Education.
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting corporation outstanding at the time of the
does not apply to the adoption of said amendment or amendments
amendment voted on.) was 1,000; and the number of shares of each class
entitled to vote as a class on the adoption of
said amendment or amendments, and the designation
of each such class were as follows:
Class Number of Shares
NOTE: On the date of adoption of the amendment an
additional none shares were held in treasury and
not entitled to vote:
Class Number of Shares
(Disregard separation into ARTICLE FOURTH: The number of shares voted
classes if class voting for said amendment or amendments was 1,000; and
does not apply to the the number of shares voted against said
amendment voted on.) amendment or amendments was -0-. The number of
shares of each class entitled to vote as a class
voted for and against said amendment or
amendments, respectively, was:
Class Number of Shares Voted
For Against
(Disregard these items Item 1. On the date of the adoption of this
unless the amendment amendment restating the articles of
restores the articles incorporation, the corporation had _______ shares
of incorporation.) issued, itemized as follows:
Class Series Number of Par value per
(If Any) Shares share or statement
that shares are
without par value
Item 2. On the date of the adoption of this
amendment restating the articles of
incorporation, the corporation had a stated
capital of $_______ and a paid-in surplus of
$________ or a total of $________.
(Disregard this Article where ARTICLE FIFTH: The manner in which the
this amendment contains no exchange, reclassification, or cancellation of
such provisions.) issued shares, or a reduction of the number of
authorized shares of any class below the number
of issued shares of that class, provided for
in, or effected by, this amendment, is as
follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in
where amendment does not which said said amendment or amendments
affect stated capital or effect a change in the amount of stated
paid-in surplus) capital or the amount of paid-in surplus, or
both, is as follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital
where amendment does not and of paid-in surplus as changed by this
affect stated capital or amendment are as follows:
paid-in surplus.)
BEFORE AMENDMENT AFTER AMENDMENT
STATED CAPITAL.........$ $
PAID-IN SURPLUS........$ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its _________________ President, and
its corporate seal to be hereto affixed, attested by its ___________ Secretary,
this 9th day of December, 1980.
CONTINENTAL HEALTH CARE, LTD.
--------------------------------
(Exact Corporate Name)
Place
(CORPORATE SEAL) By /s/ Harold S. Pascal
Here ------------------------------
Its President
ATTEST:
/s/ Douglas G. Mufuka
- ------------------------------
Its Secretary
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, Frederick Solar, a Notary Public, do hereby certify that on the 9th day
of December 1980, Harold S. Pascal personally appeared before me and, being
first duly sworn by me, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements herein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Frederick Solar
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Notary Public
Place
(NOTARIAL SEAL)
Here
FORM BCA-55
BOX_______________ FILE_______________________
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SECRETARY OF STATE
FILE IN DUPLICATE
FILING FEE $25.00
FILING FEE FOR RE-STATED ARTICLES $100.00
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JIM EDGAR This Space For Use By
Submit in Duplicate Secretary of State Secretary of State
State of Illinois
Remit payment in Check or Date 5-27-86
Money Order, payable to
"Secretary of State". STATEMENT OF CHANGE OF REGISTERED AGENT
DO NOT SEND CASH! AND/OR Filing Fee $5.00
REGISTERED OFFICE
Clerk /s/ PJ
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Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is CONTINENTAL HEALTH CARE, LTD.
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___________________________________________________________________________
2. The State or Country of incorporation is Illinois
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3. The name and address of its registered agent and its registered office as
they appear on the records of the office of the Secretary of State (Before
Change) are:
Registered Agent David J. Hochman
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First Name Middle Name Last Name
Registered Office 70 W. Madison, Suite 2200
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Number Street Suite No. (A P.O. Box alone is
not acceptable)
Chicago, IL 60602 COOK
----------------------------------------------------
City Zip Code Country
4. The name and address of its registered agent and its registered office
shall be (After All Changes Herein Reported):
Registered Agent David J. Hochman
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First Name Middle Name Last Name
Registered Office 30 N. LaSalle Street
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Number Street Suite No. (A P.O. Box alone is
not acceptable)
Chicago, IL 60602 COOK
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City Zip Code Country
5. The address of the registered office and the address of the business
office of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [_] By resolution duly adopted by the board of directors. (Note 5)
b. [X] By action of the registered agent. (Note 6)
(If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated____________________________, 19____ ____________________________________
(Exact Name of Corporation)
attested by______________________________ by__________________________________
(Signature of Secretary or (Signature of President or
Assistant Secretary) vice president)
______________________________ ____________________________________
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated May 23 , 1986 /s/ David J. Hochman
--------------------------- ------------------------------------
Signature of Registered Agent of
Record)
NOTES
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address
by the registered agent must be the same.
2. The registered office must include a street or road address, a post office
box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office in changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of the
statement of change of registered office. Such certified copies may be
obtained ONLY from the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board
of directors. This statement must then be signed by the President (or vice-
president) and by the Secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.
FORM BCA-5.1B/5.20
FILE NO. D-5212-696-7
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STATEMENT OF CHANGE OF REGISTERED
AGENT AND/OR REGISTERED OFFICE
FILING FEE $5.00
Return to:
David J. Hochman, Esq.
Finger, Hochman & Delott, P.C.
30 North LaSalle Street
Chicago, IL 60602
RETURN TO:
CORPORATION DEPARTMENT
SECRETARY OF STATE
SPRINGFIELD, ILLINOIS 62756
TELEPHONE 217-782-7808
==========================
EXPEDITED
SECRETARY OF STATE
APR 27 1998
EXP. FEES 25.00
COPY. CERT. 11.00
STATE OF ILLINOIS
Office of the Secretary of State
I hereby certify that this is a
true and correct copy,
consisting of twelve pages, as
taken from the original on file
in this office.
(SEAL) /s/ George H. Ryan
GEORGE H. RYAN
SECRETARY OF STATE
DATED: April 27, 1998.
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By: /s/ Julie Jaeger
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