EX-3.81 83 dex381.htm CERTIFICATE OF INCORPORATION OF SPECTRUM HEALTHCARE SERVICES, INC. Certificate of Incorporation of Spectrum Healthcare Services, Inc.

EXHIBIT 3.81

CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE SERVICES, INC.

FIRST: The name of the corporation is Spectrum Healthcare Services, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is 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 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

 

Name

 

Address

Lilly Dorsa

  1101 Market Street
  Philadelphia, Pennsylvania
  19107

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 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 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.

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 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 eighteenth day of January, 1994.

 

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator


CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION

OF

SPECTRUM HEALTHCARE SERVICES, INC.

Spectrum Healthcare Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”),

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Company, at a regular meeting of the Board of Directors, duly adopted a resolution amending and restating Article 4, Section A and the first paragraph of Article 4, Section B of the Restated Certificate of Incorporation of the Company to read in their entirety as set forth on Exhibit A attached hereto (the “Amendment”);

SECOND: That thereafter, pursuant to resolution of the Board of Directors, the Amendment was submitted to the stockholders of the corporation for their approval, which approval was given without a meeting by less than unanimous written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “GCL”). Pursuant to the GCL, prompt written notice of this approval has been provided to those stockholders who did not consent in writing.

THIRD: That the Amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.


IN WITNESS WHEREOF, Spectrum Healthcare Services, Inc. has caused this certificate to be signed by its Vice President this 21st day of July, 1997.

 

SPECTRUM HEALTHCARE SERVICES, INC.
By:  

/s/ Ruth E. Kim

  Ruth E. Kim
  Vice President