Exhibit 3.107
[SEAL OF THE STATE OF DELAWARE]
STATE
OF
DELAWARE
OFFICE OF SECRETARY OF STATE
I, Michael Harkins, Secretary of State of the State of Delaware,
do hereby certify that the attached is a true and correct copy of Certificate
of Amendment filed in this office on March 19, 1982
/s/ MICHAEL HARKINS
-------------------------------------
[SEAL OF Michael Harkins, Secretary of State
DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE BY: /s/ M. MILES
DELAWARE] ---------------------------------
DATE: January 18, 1989
--------------------------------
REC M129 Page 923
[STATE OF DELAWARE SEAL]
State of Delaware
Office of SECRETARY OF STATE
I Glenn C. Kenton Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of certificate
of Incorporation of the "U.S. HEALTH & RECREATION, INC.", as received and filed
in this office the twenty-seventh day of March, A.D. 1979, at 10 o'clock am.
In Testimony Whereof, I have hereunto set my hand and official seal at
Dover this twenty-seventh day of March in the year of our Lord one thousand nine
hundred and seventy-nine.
/s/ Glenn C. Kenton
----------------------------
Glenn C. Kenton. Secretary of State
-----------------------------
Assistant Secretary of State
RECEIVED FOR RECORD
MAR 30 1979
LEO J. DUNGAN, Jr., Recorder
FILED
MAR 19 1982 9AM
GLENN C. KENTON
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OR INCORPORATION
****
U.S. Health and Recreation, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of U.S. Health and
Recreation, Inc., resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof number "One" so that, as amended
said Article shall be and read as follows:
"The name of this corporation shall be U.S. Health, Inc."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was
duly called and held, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of
the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, U.S. Health and Recreation, Inc., has caused its
corporate seal to be hereunto fixed and this certificate to be signed by its
President and its Secretary, this 15th day of January, 1982.
BY: /s/ [ILLEGIBLE]
----------------------------------
President
(CORPORATE SEAL)
BY: /s/ [ILLEGIBLE]
----------------------------------
Secretary
ATTEST:
REC M129 PAGE 923
[STATE OF DELAWARE LOGO]
STATE
OF
DELAWARE
Office of SECRETARY OF STATE
I, Glenn C. Kenton Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Incorporation of the "U.S. HEALTH & RECREATION, INC.", as received and filed
in this office the twenty-seventh day of March, A.D. 1979, at 10 o'clock a.m.
In Testimony Whereof, I have hereunto set my hand and official seal at Power
this twenty-seventh day of March in the year of our Lord one thousand nine
hundred and seventy-nine.
/s/ Glenn C. Kenton
----------------------------------
Glenn C. Kenton, Secretary of State
/s/ [ILLEGIBLE]
----------------------------------
Assistant Secretary of State
REC M129 PAGE 918
CERTIFICATE OF INCORPORATION
OF
U.S. HEALTH & RECREATION, INC.
_______________________________
FIRST: The name of this corporation is U.S. HEALTH & RECREATION, INC.
SECOND: The address of its registered office in the State of Delaware is
100 West Tenth Street, in the City of Wilmington, and County of New Castle. The
name of its Registered Agent at such address is the Corporation Trust Company.
THIRD: The nature of the business and the objects and purposes proposed to
be transacted, promoted, and carried on are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The total number of shares which this corporation shall have
authority to issue is TEN MILLION FIVE HUNDRED THOUSAND (10,500,000) shares
divided into two classes, namely, Preferred Stock and Common Stock. The number
of shares of Preferred Stock which this corporation is authorized to issue is
FIVE HUNDRED THOUSAND (500,000) without par value and the number of shares of
Common Stock which this corporation is authorized to issue is TEN MILLION
(10,000,000) shares of the par value of TWENTY-FIVE CENTS ($.25).
There is hereby expressly granted to the Board of Directors of the
corporation, the power and authority to issue the Preferred Stock as a class
without series, or if so determined from time to time, in one or more series,
and to fix the
qualifications, limitations or restrictions thereof with respect to the
Preferred Stock authorized herein in a resolution or resolutions adopted by the
Board of Directors providing for the issue of said stock.
The Board of Directors is further authorized to provide that the Preferred
Stock, when issued, may be convertible into or exchangeable for shares of any
other class or classes of stock of the corporation or of any series of the same
at such price or prices or rates of exchange and with such adjustments as shall
be stated and expressed in the resolution or resolutions providing for the issue
of such Preferred Stock adopted by the Board of Directors as hereinabove
provided.
Each and every resolution adopted by the Board of Directors providing for
the issuance of the Preferred Stock as a class or in series within such class
from time to time shall be, under certificate of the proper officers of the
corporation, filed with the Secretary of State of Delaware and a certified copy
thereof shall be recorded in the same manner as certificates of incorporation
are required to be filed and recorded.
FIFTH: The number of the authorized shares of any class or classes of
stock may be increased or decreased by the affirmative vote of the holders of a
majority of the stock of the corporation entitled to vote.
-2-
REC M129 PAGE 920
SIXTH: The name and mailing address of the Incorporator is as follows:
William H. Uffelman
1206 Farmers Bank Building
Tenth and Market Streets
Wilmington, Delaware 19801
SEVENTH: The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
Name Mailing Address
---- ---------------
Frank Bond 300 East Joppa Street
Towson, Maryland 21204
John C. Moore, III 300 East Joppa Street
Towson, Maryland 21204
Donald A. Goldman 300 East Joppa Street
Towson, Maryland 21204
Jimmy D. Johnson 912 Venice Drive
Silver Spring, Maryland 20904
Herbert W. Marache, Jr. Moseley, Hallgarten & Estabrook
1 New York Plaza
New York, New York 10004
Raymond M. Blank 1219 South Charles Street
Baltimore, Maryland 21230
Aaron Rubin Fruitledge Road
Brookville, New York 11545
David Friedman 703 Hutchison Drive
Blacksbury, Virginia 24060
Norman Polovoy 110 Swanhill Court
Pikesville, Maryland 21218
-3-
REC M129 PAGE 921
EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, or
repeal the by-laws.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file, and record this Certificate, and
do certify that the facts stated are true; and I have accordingly hereunto set
my Hand.
/s/ W.H. Uffelman
----------------------------------
William H. Uffelman
In the presence of:
STATE OF DELAWARE:
: SS.
NEW CASTLE COUNTY: REC M129 PAGE 922
BE IT REMEMBERED, that on this 26th day of March A.D., 1979, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, WILLIAM H. UFFELMAN, party to the foregoing Certificate of
Incorporation, known to me personally to be such, and I having first made known
to him the contents of said Certificate, he did acknowledge that he signed,
sealed and delivered the same as his voluntary act and deed, and deposed that
the facts therein stated were truly set forth.
GIVEN under my Hand and Seal of office the day, month and year aforesaid.
/s/ [ILLEGIBLE]
--------------------------------
Notary Public