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Exhibit 3.45
PAGE 1
DELAWARE
-----------------------
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR TENNESSEE, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF JULY, A.D.
1995, AT 9 O'CLOCK A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
[SEAL] -----------------------------------------
Harriet Smith Windsor, Secretary of State
2528562 8100H AUTHENTICATION: 1782878
020316597 DATE: 05-17-02
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/27/1995
950169767 - 2528562
CERTIFICATE OF INCORPORATION
OF
FCR TENNESSEE, INC.
(a Delaware stock corporation)
FIRST: The name of the corporation shall be FCR Tennessee, Inc. (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is The
Corporation Service Company.
THIRD: The nature of the business or purposes to be conducted and promoted by
the Corporation Shall be to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power, and shall not
be held to limit or restrict in any manner the purposes and powers of the
Corporation: provided, that the Corporation shall not conduct any business,
promote any purposes, or exercise any power or privilege within or without the
State of Delaware which, under the laws thereof, the Corporation may not
lawfully conduct, promote, or exercise.
FOURTH: The authorized capital stock of the Corporation shall be as follows:
One Thousand (1,000) shares designated as common stock and having a par value of
ONE CENT ($.01) per share ("Common Stock").
The holders of the Common Stock shall have the following rights and
privileges:
a. VOTING RIGHTS. Each holder of record of Common Stock shall be
entitled to one (1) vote for each share of stock held.
b. VOTING REQUIREMENTS. Stockholder action on any matter whatsoever
shall require the affirmative vote of at least a majority of the shares of the
Common Stock of the Corporation issued and outstanding at the time of such vote,
and for those matters for which the vote of a greater proportion of such shares
may be specified by statute, the affirmative vote of the proportion of such
shares so specified shall be required.
FIFTH: In addition to the foregoing Article FOURTH, the Board of Directors
may issue one (1) or more classes of Preferred Stock, any or all of which
classes may be of stock with or without par value and which classes may have
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other
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special rights and qualifications, limitations or restrictions as shall be
adopted by resolution of the Board of Directors.
SIXTH: The number of authorized shares of any separate class or classes of
Preferred Stock of the Corporation may be increased or decreased by the
affirmative vote of the holders of a majority of all classes of stock of the
Corporation entitled to vote, voting as a group, and not as individual classes.
SEVENTH: The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
Jay D. Crutcher. Esq., CPA Updike, Kelly & Spellacy, P.C.
One State Street
P.O. Box 231277
Hartford, CT 06123-1277
EIGHTH: Corporation is to have perpetual existence.
NINTH: For the management of the business and for the conduct of the affairs
of the Corporation, it is further provided that the management of the business
and the conduct of the affairs of the Corporation shall be vested in its Board
of Directors. The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws. No
election of directors need be by written ballot. The following persons are to
serve as Directors until the first annual meeting of shareholders or until their
successors are elected and qualify.
NAME MAILING ADDRESS
---- ---------------
Paul A. Garrett 2101 Rexford Road
Suite 236E
Charlotte, NC 28211
TENTH: To the fullest extent permitted by the General Corporation Law of
Delaware as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.
ELEVENTH: The Directors of the Corporation have the power to adopt, amend, or
repeal the Bylaws.
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IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of Delaware, does make this Certificate, hereby declaring and certifying that
this is my act and deed, that the facts herein stated are true and accordingly
have hereunto set my hand this 27th day of July, 1995.
/s/ Jay D. Crutcher
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Jay D. Crutcher, Esq., CPA
Incorporator
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
OF
FCR TENNESSEE, INC.
*****
FCR Tennessee, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.
The Board of Directors of FCR Tennessee, Inc. adopted the following
resolution on the 2nd day of April, 2001.
Resolved, that the registered office of FCR Tennessee, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, FCR Tennessee, Inc. has caused this statement to be
signed by Jerry S. Cifor, its Treasurer, this 7 day of May, 2001.
/s/ Jerry S. Cifor
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Jerry S. Cifor, Treasurer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 05/09/2001
010224692 - 2528562