EX-3.116 19 y62602exv3w116.txt CERTIFICATE OF INCORPORATION EXHIBIT 3.116 CERTIFICATE OF INCORPORATION OF SPECTRUM HEALTHCARE NATIONWIDE, INC. FIRST: The name of the corporation is Spectrum Healthcare Nationwide, Inc. SECOND: The registration office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address The Corporation Trust Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. FOURTH: The corporation shall be authorized to issue 1,000 share all of which are to be of one class with a par value of $1.00 per share. FIFTH: The name and mailing address of the incorporator is as follows: Name Address ---- ------- Tracy Bartoli 12647 Olive Blvd. St. Louis, MO 63141 SIXTH: Elections of directors need not be by written ballot. SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation. EIGHTH: Whenever a compromise or an arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, 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 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 representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, 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 class of creditors, and/or the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. NINETH: 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 are granted subject to this reservation. I, 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 that the facts herein stated are true, and accordingly have hereunto set my hand this 10th day of May, 2001. /s/ Tracy Bartoli -------------------------- TRACY BARTOLI INCORPORATOR