EXHIBIT 3.25
ARTICLES OF INCORPORATION
OF
COVENTRY CARE, INC.
In compliance with the requirements of the Business
Corporation Law, approved the 5th day of May, A.D. 1933, P. L. 364, as amended,
the undersigned, all of whom are of full age and at least two-thirds of whom are
citizens of the United States or its territories or possessions, desiring that
they may be incorporated as a business corporation, do hereby certify:
1. The name of the corporation is: Coventry Care, Inc.
2. The location and post office address of its initial
registered office in this Commonwealth is:
805 Hillaire Drive Mt. Lebanon Allegheny
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Address City County
3. The purpose or purposes of the corporation are:
This corporation is organized under the Business Corporation
Law of 1933, approved May 5, 1933, P. L. 364, as amended, to the date hereof.
The corporation shall have unlimited power to engage in and do any lawful act
concerning any or all lawful business for which corporations may be incorporated
under the aforesaid Business Corporation Law, as amended.
4. The term of its existence is: Perpetual.
5. The aggregate number of shares which the corporation shall
have the authority to issue is 5,400,000, without par value, the total stated
value of which, for excise tax purposes, shall be $34,000 and which shall be
divided into two classes as follows:
(a) 5,000,000 shares of Class A Common Stock (without par
value) Stated capital/$50,000.00.
(b) 400,000 shares of Class B Common Stock (without par value)
Stated capital/$4,000.00.
Voting Rights and Preemptive Rights
The holders of shares of Class A Common Stock shall have one
(1) vote per share. The holders of shares of Class B Common Stock shall have
eight (8) votes per share. All shares of both classes shall be treated the same
share for share in the event of any recapitalization, stock dividend split,
consolidation, merger or reorganization of the corporation. None of the holders
of either class of capital stock shall have any preemptive rights or cumulative
voting rights other than as set forth herein.
Conversion Rights
The shares of Class A Common Stock have no conversion rights.
All or any portion of the Class B Common Stock is convertible into Class A
Common Stock, share for share, at any time at the option of the holder thereof.
In the event that any of the initial holders of Class B Common Stock die or
become completely incapacitated for a period of more than six (6) months, all of
the shares of Class B Common Stock shall be immediately converted into a like
number of shares of Class A Common Stock. In the event that any of the initial
holders of Class B Common Stock transfers any Class B Common Stock to any person
other than an initial holder of Class B Common Stock, all such stock transferred
shall be immediately converted into a like number of shares of Class A Common
Stock.
Dividend Rights
The holders of shares of Class A Common Stock shall be
entitled to dividends pro-rata per share in respect of all such shares held by
them, when and if declared by the Board of Directors out of funds of the
corporation legally available therefor. The Class B Common Stock is not entitled
to any cash dividend.
Liquidation Rights
In the event of the dissolution, winding up or liquidation of
the corporation, whether voluntary or involuntary, the holders of the Class A
Common Stock shall share equally on a per share basis in all assets of the
corporation available for distribution and the Class B Common Stock shall not be
entitled to share therein. Neither a consolidation nor a merger of the
corporation with or into any other corporation, nor any reorganization or
recapitalization of the corporation, shall be considered a liquidation,
dissolution or winding up within the meaning of this subparagraph.
Amendments
Any shareholder action which would change the terms,
provisions or relative rights of either class of stock requires a majority vote
of the class which is changed as well as a majority vote of the total voting
power of the corporation.
6. The names and addresses of each of the first directors, who
shall serve until the first annual meeting, are:
NAME ADDRESS
- ---- -------
Frederick A. Parson, M.D. 36 First Street, Mayview State Hospital
Bridgeville, PA 15017
Harold A. Gold 805 Hillaire Drive, Pittsburgh, PA 15243
George E. Ewing 944 Academy Place, Pittsburgh, PA 15243
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7. The names and addresses of each of the incorporators and
the number and class of shares subscribed by each are:
NAME ADDRESS NUMBER AND CLASS OF SHARES
- ---- ------- --------------------------
Harold A. Gold 805 Hillaire Drive 100 Shares
Pittsburgh, PA 15243 Class B Common
George E. Ewing 944 Academy Place 100 Shares
Pittsburgh, PA 15243 Class B Common
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