EXHIBIT 3.27
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
----------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "BFIT REHABILITATION SERVICES, INC.", FILED IN THIS OFFICE ON
THE SIXTH DAY OF FEBRUARY, A.D. 1997, AT 4 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
(STAMP)
(SEAL) /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State
2715477 8100 AUTHENTICATION: 8320747
971040914 DATE: 02-07-97
CERTIFICATE OF INCORPORATION
OF
BFIT REHABILITATION SERVICES, INC.
1. The name of the corporation is BFIT Rehabilitation Services, Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the city of Wilmington,
County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is 1000 shares of common stock having a par value of
$1.00 per share.
Each share of common stock shall be equal to every other share of common
stock in every respect. Each share of common stock shall entitle the
holders thereof to one vote for each share upon all matters upon which the
stockholders have the right to vote.
5. The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
Cary A. Gaan 8700 W. Bryn Mawr Avenue
Chicago, Illinois 60631
6. The corporation is to have perpetual existence.
7. 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 of the corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors of
the corporation. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may
provide that in the absence
-2-
or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to
the extent provided in the resolution of the board of directors, or in
the by-laws of the corporation, shall have and may exercise all the
powers and authority of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale,
issue or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of
the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation, and, unless the resolution or by-laws
expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in accordance with law,
to sell, lease or exchange all or substantially all of the property and
assets of the corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration,
which may consist in whole or in part of money or property including
shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for
the best interests of the corporation.
8. Elections of directors need not be written ballot unless the by-laws
of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statues) outside the
State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the by-laws of the
corporation. Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between
this corporation and its stockholders, any court of equitable
jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed
for this corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this corporation under the
provisions of Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case
may be, to be summoned in such manner as the said court directs. If a
majority in number
-3-
representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders of this corporation, agree to any
compromise or arrangement and to any reorganization of this corporation
as consequence of such compromise or arrangement, the said compromise
or arrangement and the said reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all
the creditors or class of creditors, and/or on all the stockholders or
class of stockholders, of this corporation, as the case may be, and
also on this corporation.
9. 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.
10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal
benefit.
The undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 6th day of February, 1997.
/s/ CARY A. GAAN
- ----------------
Cary A. Gaan