EXHIBIT 3.12
ARTICLES OF AMENDMENT
TO THE CHARTER OF
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION
The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its Charter:
1. The name of the corporation is East Carolina Psychiatric
Services Corporation.
2. The following amendments to the Charter of the corporation
were adopted by its shareholders on the 12th day of October, 1982, in the manner
prescribed by law:
"BE IT RESOLVED, that the Articles of Incorporation for this
corporation be amended by deleting Article III from said Articles of
Incorporation and substituting the following therefor:
ARTICLE III
The purposes for which the corporation is formed and the business to be
carried on and the objectives to be affected by it are:
1. To engage in the general business of constructing, operating
and maintaining a psychiatric care facility for the treatment of persons having
emotional disorders.
2. To engage in any other lawful business or activity, including,
but not limited to , constructing, developing, manufacturing, leasing, or
otherwise caring for any type of structure, commodity, or livestock whatsoever;
processing, developing,
buying, selling, brokering, factoring, distributing, lending, leasing,
borrowing, or investing in any type of property, whether real or personal,
tangible or intangible, or other; promoting, financing, developing, operating,
or otherwise in any manner participating in any business or enterprise of any
kind or nature, either along or in conjunction with other persons, partnership,
corporations, or other legal entities of any kind or nature; extracting and
processing natural resources; transporting freight or passengers by land, sea or
air; collecting and disseminating information or advertising through any media
whatsoever; performing business services of any nature; entering into or serving
in any type of management, investigative, promotional, protective, insurance,
guarantorship, suretyship, fiduciary, or other lawful capacity or relationship
for any persons or corporations or other legal entitles whatsoever.
3. (a) To create a private corporation to construct or to acquire
a treatment center project or projects, and to operate the same; (b) to enable
the financing of the construction of such project with the assistance of
mortgage insurance under the National Housing Act; (c) to enter into, perform,
and carry out contracts of any kind necessary to, or in connection with, or
incidental to, the accomplishment of the purposes of the corporation, including,
expressly, any contract or contracts with the Secretary of Housing and Urban
Development which may be desirable or necessary to comply with the requirements
of the National Housing Act, as amended, and the Regulations of the Secretary
thereunder, relating to the regulation or restriction of mortgagors as to rents,
sales, charges, capital structure, rate of return and methods of operation; (d)
to acquire any property, real
or personal, in fee or under lease, or any rights therein or appurtenant
thereto, necessary for the construction and operation of such project; and (e)
to borrow money, and to issue evidence of indebtedness, and to secure the same
by mortgage, deed of trust, pledge, or other lien, in furtherance of any or all
of the objects of its business in connection with said project.
AND, BE IT FURTHER RESOLVED that an Article III-A be added to the
Articles of Incorporation as follows:
ARTICLE III-A
1. The corporation shall have the power to and perform all things
whatsoever set out in Paragraph 3 of Article III above, and necessary or
incidental to the accomplishment of said purposes.
2. The corporation, specifically and particularly, shall have the
power and authority to enter into a Regulatory Agreement setting out the
requirements of the Secretary of Housing and Urban Development."
3. The number of shares of the corporation outstanding at the
time of such adoption was 2; and the number of shares entitled to vote thereon
was 2.
4. The number of shares voted for such amendment was 2, and
the number of shares voted against such amendment was 0.
5. The amendment herein effected does not give rise to
dissenter's rights to payment for reason that the only effect of such amendment
is to amend the stated purposes of the corporation and to state specific powers
of the corporation.
IN WITNESS WHEREOF, these Articles are signed by the President and
Secretary of the corporation, this 12th day of October, 1982.
EAST CAROLINA PSYCHIATRIC SERVICES
CORPORATION
By: /s/ Jacob R. Fishman
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Jacob R. Fishman, President
ATTEST:
/s/ M. J. Nabit
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M. J. Nabit, Secretary
NORTH CAROLINA
CUMBERLAND COUNTY
I, Judith A. Simmons, a Notary Public, herein certify that on the 13th
day of October, 1982, personally appeared before me JACOB R. FISHMAN and M.J.
NABIT, each of whom, being by me first duly sworn, declared that he signed the
foregoing document in the capacity indicated and the statements therein
contained are true.
/s/ Judith A. Simmons
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My Commission Expires: 08/03/87
ARTICLES OF INCORPORATION
OF
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION
I, the undersigned natural person of the age of eighteen years or more,
do make and acknowledge these Articles of Incorporation for the purpose of
forming a business corporation under the laws of the State of North Carolina.
ARTICLE I
The name of the corporation shall be: EAST CAROLINA PSYCHIATRIC
SERVICES CORPORATION.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The purposes for which the corporation is organized are:
(a) To engage in the general business of constructing, operating and
maintaining a psychiatric care facility for the treatment of persons having
emotional disorders.
(b) To engage in any other lawful business or activity, including, but
not limited to, constructing, developing, manufacturing, leasing, or otherwise
caring for any type of structure, commodity, or livestock whatsoever;
processing, developing, buying, selling, brokering, factoring, distributing,
lending, leasing, borrowing, or investing in any type of property, whether real
or personal, tangible or intangible, or other; promoting, financing, developing,
operating, or otherwise in any manner participating in any business or
enterprise of any kind or nature, either alone or in conjunction with other
persons, partnerships, corporations, or other legal entities of any kind or
nature; extracting and processing natural resources; transporting freight or
passengers by land, sea or air; collecting and disseminating information or
advertising through any media whatsoever; performing business services or any
nature; entering into or serving in any type of management, investigative,
promotional, protective, insurance, guarantorship, suretyship, fiduciary, or
other lawful capacity or relationship for any persons or corporations or other
legal entities whatsoever.
ARTICLE IV
The corporation shall have authority to issue ten-thousand (10,000)
shares of stock with a par value of TEN DOLLARS ($10.00) each.
ARTICLE V
The minimum amount of consideration to be received by the corporation
for its shares before it shall commence business is TEN DOLLARS ($10.00) in cash
or property of equivalent value.
ARTICLE VI
The address of the initial Registered Office of the corporation in the
State of North Carolina is 116 North Cool Spring Street, Fayetteville,
Cumberland County, North Carolina; and the name of the initial Registered Agent
at such address is: Ervin I. Baer.
ARTICLE VII
The number of Directors constituting the initial Board of Directors
shall be two (2). The names and addresses of the persons who are to serve as
Directors until the first meeting of shareholders or until their successors
shall be elected and qualified are:
Name Address
---- -------
Dr. Jacob R. Fishman 3425 Melrose Road
Fayetteville, NC 28305
M. J. Nabit 3425 Melrose Road
Fayetteville, NC 28305
ARTICLE VIII
The name and address of the Incorporator is:
M. J. Nabit 3425 Melrose Road
Fayetteville, NC 28305
IN WITNESS WHEREOF, I have hereunto set my hand and seal, this 26th day of June,
1981.
/s/ M.J. Nabit
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M.J. Nabit