EXHIBIT 3.6
File #6067-095-1
ARTICLES OF AMENDMENT
1. CORPORATE NAME: AERIES HEALTHCARE OF ILLINOIS, INC.
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2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on
6/28/2002, in the manner indicated below. ("X" one box only)
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[ ] By a majority of the incorporators, provided no directors were named in
the articles of incorporation and no directors have been elected;
[ ] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
[ ] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate
name below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
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(NEW NAME)
TEXT OF AMENDMENT
b. (If amendment affects the corporate purpose, the amended
purpose is required to be set forth in its entirety. If there
is not sufficient space to do so, add one or more sheets of
this size.)
Amend Number 4, Paragraph 1, entitled Authorized Shares,
Issued Shares and Consideration Received to reduce the Number
of Shares Authorized from 100,000 to 1,000.
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of 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 or effected by this amendment, is as
follows: (If not applicable, insert "No change")
No Change
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital
replaces the terms Stated Capital and Paid-in Surplus and is equal to
the total of these accounts) is as follows: (If not applicable, insert
"No change")
No Change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not
applicable, insert "No change")
No Change
Before Amendment After Amendment
Paid-in Capital $ $
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(COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated July 24, 2002 AERIES HEALTHCARE OF ILLINOIS, INC.
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attested by /s/ Steven T. Davidson by /s/ Joey A. Jacobs
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Steven T. Davidson, Secretary Joey A. Jacobs, President
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7. If amendment is authorized pursuant to Section 10.10 by the
incorporators, the incorporators must sign below, and type or print
name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10
and there are no officers, then a majority of the directors or such
directors as may be designated by the board, must sign below, and type
or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated ,
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ARTICLES OF INCORPORATION
1. CORPORATE NAME: AERIES HEALTHCARE OF ILLINOIS, INC.
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2. Initial Registered Agent: Mark R. Russell
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Initial Registered Office: 8311 West Roosevelt Road
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Forest Park IL Cook 60130
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3. Purpose or purposes for which the corporation is organized:
(If not sufficient space to cover this point, add one or more sheets
of this size.)
To engage in any lawful act or activity for which corporations may be
organized under the Illinois Business Corporation Act of 1983, as
amended from time to time.
4. Paragraph 1: Authorized Shares, Issued Shares and Consideration
Received:
Par Value Number of Shares Number of Shares Consideration to be
Class Per Share Authorized Proposed to be Issued Received Therefor
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Common $ .01 100,000 1,000 $ 1,000
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TOTAL = $ 1,000
5. OPTIONAL: (a) Number of directors constituting the initial board of
directors of the corporation: one
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(b) Names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders
or until their successors are elected and qualify:
Name Residential Address City, State, ZIP
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Mark R. Russell 8311 West Roosevelt Road Forest Park, IL 60130
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6. OPTIONAL: (a) It is estimated that the value of all property
to be owned by the corporation for the following
year wherever located will be: $
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(b) It is estimated that the value of the property
to be located within the State of Illinois
during the following year will be: $
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(c) It is estimated that the gross amount of
business that will be transacted by the
corporation during the following year will be: $
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(d) It is estimated that the gross amount of
business that will be transacted from places of
business in the State of Illinois during the
following year will be: $
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7. OPTIONAL: OTHER PROVISIONS See Articles 6 and 7 attached hereto.
Attach a separate sheet of this size for any other
provision to be included in the Articles of
Incorporation, e.g., authorized preemptive rights,
denying cumulative voting, regulating internal
affairs, voting majority requirements, fixing a
duration other than perpetual, etc.
8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of
Incorporation are true.
Dated September 9 , 1999
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SIGNATURE AND NAME ADDRESS
1. /s/ Shelley Clifford Panico 1. 321 North Clark St., Suite 3400
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Shelley Clifford Panico Chicago, IL 60610
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2. 2.
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3. 3.
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(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
president or vice president and verified by him, and attested by its secretary
or assistant secretary.
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FEE SCHEDULE
- - The initial franchise tax is assessed at the rate of 15/100 of 1
percent ($1.50 per $1,000) on the paid-in capital represented in this
state, with a minimum of $25.
- - The filing fee is $75.
- - The minimum total due (franchise tax + filing fee) is $100.
(Applies when the Consideration to be Received as set forth in Item 4
does not exceed $16,667)
- - The Department of Business Services in Springfield will provide
assistance in calculating the total fees if necessary.
Illinois Secretary of State Springfield, IL 62756
Department of Business Services Telephone (217) 782-9522 or 782-9523
ARTICLES OF INCORPORATION
AERIES HEALTHCARE OF ILLINOIS, INC.
ARTICLE 6
LIMITATION OF LIABILITY
To the fullest extent permitted by the Illinois Business Corporation
Act of 1983, as amended from time to time (the "Act"), directors of the
Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, provided that this
Article shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the Corporation or its shareholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 8.65 of the Act,
or (iv) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article by the shareholders shall be
prospective only and shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
ARTICLE 7
INDEMNIFICATION
The current and former officers, directors and employees of the
Corporation and the legal representatives of any such persons shall be
indemnified by the Corporation, in accordance with the procedures established in
the Bylaws of the Corporation from time to time in effect, to the fullest extent
permitted by Illinois law. The Corporation, in accordance with procedures
established in the Bylaws of the Corporation from time to time in effect and to
the extent authorized in each specific instance by the Board of Directors, may
indemnify any agent of the Corporation to the fullest extent of the provisions
of this Article with respect to the indemnification of current and former
officers, directors and employees of the Corporation.