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EXHIBIT 3.27
ARTICLES OF INCORPORATION
OF
NATIONAL HEALTHCARE TECHNOLOGIES, INC.
The undersigned incorporator or incorporators, desiring to form a
corporation, (hereinafter referred to as the "Corporation"), pursuant to the
provisions of the Indiana Business Corporation Law, Indiana Code Section
23-1-17, et seq., (such act, as amended from time to time, and its successors
are hereinafter referred to as the "Act"), execute the following Articles of
Incorporation.
ARTICLE I
Name
The name of the Corporation is:
NATIONAL HEALTHCARE TECHNOLOGIES, INC.
ARTICLE II
Purposes and Powers
1. The purpose for which the Corporation is formed is to transact any and
all lawful business for which corporations may be incorporated under the Act.
2. Subject to any limitation or restriction imposed by the Act, any other
law, or any provisions of these Articles of Incorporation, the Corporation shall
have:
(a) the same capacity to act as possessed by natural persons and to do
everything necessary, advisable or convenient for the accomplishment of
any of the purposes hereinbefore set forth, or which shall at any time
appear conducive to or expedient for the protection or benefit of the
Corporation, and to do all other things incidental thereto or connected
therewith which are not forbidden by law;
(b) the power to carry out the purposes hereinbefore set forth in any
state, territory, district or possession of the United States, or in
any foreign country, to the extent that such purposes are not forbidden
by the law of any such state, territory, district or possession of the
United States or by any such foreign country; and,
(c) the power to have, exercise and enjoy in furtherance of the purposes
hereinbefore set forth all the general rights, privileges and powers
granted to corporations by the Act, and by the common law.
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ARTICLE III
Registered Office and Registered Agent
Section 1. Registered Office.
The street address of the registered office of the Corporation located in
Indiana is: 8770 Guion Road, Suite C, Indianapolis, Indiana 46268.
Section 2. Registered Agent.
The name of the Registered Agent whose business office is identical with
the registered office is: Kenneth D. Bush.
ARTICLE IV
Terms of Shares
Section 1. Number.
The total number of shares which the Corporation has authority to issue is
one thousand (1,000).
Section 2. Designation of Classes.
All the authorized shares of the Corporation shall be of one class only and
be designated common stock. The common stock of the Corporation shall in all
respects entitle the holder to the same rights and preferences, and subject the
holder to the same qualifications, limitations and restrictions as all other
shareholders of common stock.
Section 3. Issuance and Consideration.
The common stock may be issued for such an amount of consideration as may
be fixed from time to time by the board of directors.
Section 4. Voting Rights.
Subject to any specific restrictions imposed by the Act, at all times each
holder of a share of common stock shall be entitled to cast one vote for each
share of such stock standing in the shareholder's name on the Corporation's
books on the specified record date on each matter upon which the shareholder is
entitled to vote. At any meeting of shareholders, the holders of a majority of
the shares entitled by these Articles of Incorporation to be voted on the
business to be transacted at such meeting, represented thereat in person or by
proxy, shall constitute a quorum. At any meeting of the shareholders at which a
quorum is present, action on a matter (other than the election of directors) is
approved if the votes cast favoring the action exceed the votes cast opposing,
unless a greater affirmative vote is required by the Act or these Articles of
Incorporation. Notwithstanding the foregoing
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provisions the following actions require the affirmative vote of a majority of
the issued and outstanding shares entitled to vote on the proposed action:
(a) authorization by the shareholders of indemnification and advances for
expenses (Indiana Code Section 23-1-37-15);
(b) amendments to the Articles of Incorporation which would give rise to
dissenters' rights [Indiana Code Section 23-1-38-3(e)(1)], unless the
board of directors acting pursuant to Indiana Code Section 23-1-38-3(c)
requires a greater vote;
(c) adoption of a plan of merger or share exchange [Indiana Code Section
23-1-40-3(e)], unless the board of directors acting pursuant to Indiana
Code Section 23-1-40-3(c) requires a greater vote;
(d) sale, lease, exchange or other disposition of all or substantially all
of the corporate property other than in the usual and regular course of
business [Indiana Code 23-1-41-2(e)], unless the board of directors
acting pursuant to Indiana Code Section 23-1-41-2(c) requires a greater
vote; and,
(e) voluntary dissolution of the Corporation [Indiana Code Section
23-1-45-2-(e)], unless the board of directors acting pursuant to
Indiana Code Section 23-1-45-2(c) requires a greater vote.
Directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at which a quorum is present.
Section 5. Dividends.
The board of directors shall have the power to declare and pay dividends on
the outstanding shares of common stock to the extent permitted by the Act.
Section 6. Dissolution.
In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the Corporation, the holders of the shares of the common stock of
the Corporation shall be entitled, after due payment or provision for payment of
the debts and other liabilities of the Corporation, to share ratably in the
remaining net assets of the Corporation.
Section 7. No Preemptive Rights.
Shareholders shall have no preemptive rights to subscribe to or purchase
any shares of common stock or other securities of the Corporation.
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ARTICLE V
Director(s)
Section 1. Number.
The initial board of directors is composed of three (3) members. The number
of directors shall be specified by, or fixed in accordance with, from time to
time, the Bylaws of the Corporation. In the absence of a bylaw specifying or
fixing the number of directors, the number shall be the number specified herein
for the initial board of directors. The bylaws may provide for staggering the
terms of the directors.
Section 2. Names and Post Office Addresses of the Directors. The names
and post office addresses of the initial board of directors of the Corporation
are:
Kenneth D. Bush, 110 N. Jackson Court,
Greenwood, Indiana 46142
Richard J. Goodall, 7940 Castle Pines Avenue,
Las Vegas, Nevada 89113
Michael A. Shure, 8204 Crow Valley Lane,
Las Vegas, Nevada 89113
Section 3. Direction of Purpose and Exercise of Powers.
The board of directors, subject to any specific limitations or
restrictions imposed by the Act or these Articles of Incorporation, shall direct
the carrying out of the purpose and exercise the powers of the Corporation,
without previous authorization or subsequent approval by the shareholders of the
Corporation.
ARTICLE VI
Incorporator
The name and post office address of the incorporator of the Corporation is:
Richard C. Kraege, Attorney at Law, 8888 Keystone
Crossing, Suite 333, Indianapolis, Indiana 46240.
ARTICLE VII
Provision for Regulation of Business
and Conduct of Affairs of Corporation
Section 1. Indemnification.
(a) Every person who is or was a director of the Corporation
(as defined in Indiana Code Section 23-1-37-2) shall be
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indemnified by the Corporation against all liability and reasonable
expenses (as such terms are defined in Indiana Code Sections 23-1-37-3
and 4) incurred by such person in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, because such person is or
was a director of the Corporation, provided that such person is
determined in the manner specified in Indiana Code Section 23-1-37-12
to have met the standard of conduct specified in Indiana Code Section
23-1-37-8. Subject to the requirements of Indiana Code Section
23-1-37-10, the Corporation shall advance to such person the reasonable
expenses incurred by him or her in connection with any such action,
suit or proceeding. Upon demand for indemnification or advancement of
expenses, as the case may be, the Corporation shall proceed as provided
in Indiana Code Section 23-1-37-12 to determine whether such person is
entitled thereto. Every person who is or was an officer of the
Corporation shall be indemnified, and shall be entitled to an
advancement of expenses, to the same extent as if such person were a
director.
(b) If the Corporation indemnifies or advances expenses to a
director in connection with a proceeding by or in the right of the
Corporation, the Corporation shall report the indemnification or
advance in writing to the shareholders with or before the notice of the
next shareholders' meeting, as provided in Indiana Code Section
23-1-53-2(a).
(c) Nothing contained in this Section 1 shall limit or preclude the
exercise of any right provided under the Act, these Articles of
Incorporation, the Corporation's bylaws, any general or specific action
of the board of directors or the shareholders of the Corporation, or
any contract relating to indemnification of or the advancement of
expenses to any director, officer, employee or agent of the
Corporation, or the ability of the Corporation to otherwise indemnify
or advance expenses to any director, officer, employee or agent.
Section 2. Conflict of Interest Transaction.
A conflict of interest transaction, as defined in Indiana Code Section
23-1-35-2(a), is not voidable by the Corporation provided the conflict of
interest transaction satisfies the provisions specified in Indiana Code Section
23-1-35-2.
Section 3. Code of Bylaws.
The board of directors of the Corporation shall have the power, without
the assent or vote of the shareholders, to make, alter, amend or repeal the Code
of Bylaws of the Corporation.
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Section 4. Amendments of Articles of Incorporation.
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation or in any amendment hereto,
or to add any provision to the articles of incorporation or to any amendment
hereto, in any manner now or hereafter prescribed or permitted by the
provisions of the Act, or by the provisions of any other applicable statute of
the state of Indiana; and all rights conferred upon shareholders in the
Articles of Incorporation or any amendment hereto are granted subject to this
reservation.
IN WITNESS WHEREOF, the undersigned, being the incorporator(s) designated
herein, execute these Articles of Incorporation, this 3rd day of September,
1992, and affirm under penalties of perjury that the statements contained
herein are true.
/s/ Richard C. Kraege
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Richard C. Kraege
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me, a Notary Public in and for said County and State, personally
appeared Richard C. Kraege, who acknowledged the execution of the foregoing, and
who, having been duly sworn, stated that any representations therein contained
are true.
WITNESS MY HAND AND NOTARIAL SEAL, this 3rd day of September, 1992.
/s/ Tina A. Mattingly
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Notary Public
Printed: Tina A. Mattingly
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County of Residence: Marion
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My Commission Expires:
11-6-93
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(SEAL)
This instrument prepared by: Richard C. Kraege, Attorney at Law, 8888 Keystone
Crossing, Suite 333, Indianapolis, Indiana 46240; 317/843-2606.