EX-3.63 65 a2163176zex-3_63.htm EXHIBIT 3.63

Exhibit 3.63

 

ARTICLES OF INCORPORATION

 

OF

 

M-R SERVICES, INC.

 

We, the undersigned, for the purpose of forming a corporation under the laws of the State of Minnesota, do hereby associate ourselves as a body corporate and do hereby adopt the following Articles of Incorporation:

 

ARTICLE I

 

The name of this corporation shall be M-R SERVICES, INC.

 

ARTICLE II

 

This corporation has been formed for general business purposes.

 

ARTICLE III

 

This corporation shall have all the powers granted or available under the laws of the State of Minnesota and laws amendatory thereof and supplementary thereto, including but not limited to the following:

 

1.               The power to acquire, own, pledge, dispose of and deal in shares of capital stock, rights, bonds, debentures, notes, trust receipts and other securities, obligations, chooses in action and evidences of indebtedness or interest issued or created by any corporation (including this corporation), associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government or by any state, territory, province, municipality or other political subdivision or by any governmental agency, domestic or foreign, and as owner thereof to possess and exercise all the rights, powers

 


 

and privileges of ownership, including the right to execute consents and vote thereon and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

 

2.               The power to aid in any manner any corporation, association, firm or individual, any of whose securities, evidences of indebtedness, obligations or stock are held by the corporation directly or indirectly, or in which, or in the welfare of which, the corporation shall have any interest, and to guarantee securities, evidences of indebtedness and obligations of other persons, firms, associations and corporations.

 

3.               The power to carry out all or any part of the purposes of this corporation as principal or agent, or in conjunction, or as a partner or member of a partnership, syndicate or joint venture or otherwise, and in any part of the world to the same extent and as fully as natural persons might or could do.

 

ARTICLE IV

 

The duration of this corporation shall be perpetual.

 

ARTICLE V

 

The location and post office address of this corporation’s registered office in this state shall be 2765 Vernon Avenue South, St. Louis Park, MN 55416.

 

ARTICLE VI

 

The minimum amount of stated capital with which this corporation will begin business shall be not less than One Thousand Dollars ($1,000.00).

 

 


 

Frederick J. Gerhart

 

300 Roanoke Building

 

 

Minneapolis, Minn. 55402

 

 

 

David T. Bennett

 

300 Roanoke Building

 

 

Minneapolis, Minn. 55402

 

 

 

Andrew C. Selden

 

300 Roanoke Building

 

 

Minneapolis, Minn. 55402

 

ARTICLE IX

 

The management of this corporation shall be vested in a Board of Directors. The Board of Directors of this corporation shall consist of three (3) directors or such other number of directors as may be permitted by law and as shall be provided in the By-Laws of this corporation or as determined by the shareholders at each annual meeting or any special meeting of the shareholders called for that purpose.  The names and post office addresses of the first Board of Directors of this corporation are as follows:

 

Robert E. Miller

 

2765 Vernon Avenue South

 

 

St. Louis Park, Minn. 55416

 

 

 

Thomas E. Miller

 

2765 Vernon Avenue South

 

 

St. Louis Park, Minn. 55416

 

 

 

Craig R. Miller

 

2765 Vernon Avenue South

 

 

St. Louis Park, Minn. 55416

 

Each such director shall serve until the first annual meeting of shareholders and thereafter until his successor is duly elected and qualified, unless a prior vacancy shall occur by reason of his death, resignation or removal from office.

 

ARTICLE X

 

The authority to make and alter the By-Laws of this corporation is hereby vested in the Board of Directors of this corporation

 


 

to the full extent permitted by law, subject, however, to the power of the shareholders of this corporation to repeal or alter such By-Laws.

 

Authority is hereby conferred upon and vested in the Board of Directors of this corporation to accept or reject subscriptions for shares of its capital stock, whether such subscriptions be made before or after its incorporation.  The Board of Directors shall have the authority to issue shares of stock and securities of the corporation to the full amount authorized by these Articles of Incorporation, and shall have the authority to grant and issue rights to convert securities of the corporation into shares of stock of the corporation, options to purchase shares or securities convertible into shares, warrants, and other such rights or options, and to fix the terms, provisions and conditions of such rights, options and warrants, including the option price or prices at which shares may be purchased or subscribed for and the conversion basis or bases of such rights, options and warrants.

 

ARTICLE XI

 

The shareholders of this corporation may, by a majority vote of all shares issued, outstanding and entitled to vote:

 

1.               Authorize the Board of Directors to sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the payment of money or other property,

 


 

as the Board of Directors deems expedient and in the best interests of the corporation;

 

2.               Amend the Articles of Incorporation of this corporation for any reason or lawful purpose, and in the event that any such amendment adversely affects the rights of holders of shares of different classes, the affirmative vote of a majority of each such class shall be sufficient to adopt the amendment; and

 

3.               Adopt and approve an agreement of merger or consolidation presented to them by the Board of Directors.

 

IN TESTIMONY WHEREOF, we have hereunto set our hands this 11th day of August, 1975.

 

 

 

/s/ Frederick J. Gerhart

 

Frederick J. Gerhert

 

 

 

/s/ David T. Bennett

 

David T. Bennett

 

 

 

/s/ Andrew C. Selden

 

Andrew C. Selden

 

STATE OF MINNESOTA

)

 

) SS.

COUNTY OF HENNEPIN

)

 

On this 11th day of August, 1975, before me, a Notary Public within and for said Country, personally appeared Frederick J. Gerhart, David T. Bennett and Andrew C. Selden, to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and who acknowledged that they executed the same as their free act and deed.

 

 

/s/ LaVonne A. Erickson

 

Notary Public, Hennepin County, Minn.

 

My commission expires:

 


 

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

BY

 

M - R SERVICES, INC.

 

We, Robert E. Miller and Craig R. Miller respectively the President and Secretary of M & R Services, Inc. a Minnesota corporation organized under or subject to the provisions of Chapter 301, Minnesota Statutes, hereby certify that the following resolutions were adopted by the Board of Directors of said corporation on the 28 day of December, 1977:

 

“RESOLVED, That the registered office in this State be changed from 2765 Vernon Avenue South
in the City of St. Louis Park, County
of Hennepin to 2311 Pillsbury Avenue South
in the City of Minneapolis County of Hennepin.”

 

“RESOLVED, That the effective date of the change of registered office shall be the date of the filing hereof with the Secretary of State of Minnesota.”

 

“RESOLVED FURTHER, That the President and the Secretary of this corporation be and are hereby authorized and directed to make, execute and acknowledge a certificate embracing the foregoing resolutions and to cause such certificate to be filed in accordance with the provisions of Chapter 301, Minnesota Statutes.”

 

 

/s/ Robert E. Miller

 

President

 

 

 

/s/ Craig R. Miller

 

Secretary

 

THOMAS E MILLER

 

STATE OF MINNESOTA

[ILLEGIBLE]

 

DEPARTMENT OF STATE

Subscribed and Sworn to before me this [ILLEGIBLE] day

 

FILED

of December, 1977.

 

JAN 1, 1977

/s/ Thomas Miller

 

[ILLEGIBLE]

 

 

Secretary of State

 


 

2Q574

 

H-53,778

 

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

 

BY

 

M-R SERVICES, INC.

(name of corporation)

 

Pursuant to Minnesota Statutes Section 301.33 or 317.19, the undersigned, 

Thomas Miller,

hereby certifies that the

 

(name)

 

Board of Directors of

M-R Services, Inc.,

a Minnesota corporation, has resolved to change the corporation’s registered office

 

(name of corporation)

 

from:

 

 

 

2311 Pillsbury Avenue South,

 

Minneapolis,

 

Hennepin,

 

55404

(no. & street)

 

(City)

 

(County)

 

(zip)

 

 

 

 

 

 

 

 

 

to

 

 

 

 

 

 

 

 

 

 

 

6921 York Avenue South,

 

Edina,

 

Hennepin,

 

55435

(no. & street)

 

(City)

 

(County)

 

(zip)

 

The effective date of the change will be the 1st day of January, 1980 or the day of filing of this certificate with the Secretary of State, whichever is later.

 

DATED

8-7-80

 

SIGNED

/s/ Thomas Miller

 

 

     Vice President

 

 

     (title or office)

 

For Use by Secretary of State - Receipt Number [ILLEGIBLE]

For Use By Secretary of State - File Data

 

STATED [ILLEGIBLE]

 

PLEASE READ DIRECTIONS ON REVERSE SIDE BEFORE COMPLETING

 


 

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

M-R SERVICES, INC.

 

We, the undersigned, Robert E. Miller, as President and Craig R. Miller, as Secretary of M-R SERVICES, INC., a corporation organized and existing under the laws of the State of Minnesota, do hereby certify that by written resolution of the shareholders dated April 28th, 1982, it was unanimously resolved by such shareholders that the Articles of Incorporation of the corporation be amended in accordance with the following resolution:

 

RESOLVED, That the name of the corporation as stated in the Articles of Incorporation of this corporation be, and the same hereby is, changed, and the name of this corporation shall be REM CONSULTING & SERVICES, INC.

 

FURTHER RESOLVED, That the President and Secretary of this corporation be, and they hereby are, authorized and directed to make, execute and acknowledge a Certificate of Amendment embracing the foregoing resolution and to cause such Certificate of Amendment to be filed and recorded in the manner required by law.

 

IN WITNESS WHEREOF, We have hereunto subscribed our names as officers of the corporation pursuant to the foregoing resolution this 28 day of April, 1982.

 

 

/s/ Robert E. Miller

 

Robert E. Miller

 

 

 

/s/ Craig R. Miller

 

Craig R. Miller

 


 

STATE OF MINNESOTA

 

)

 

 

) SS.

ACKNOWLEDGMENT

COUNTY OF HENNEPIN

 

)

 

On this 28 day of April, 1982, before me, a Notary Public within and for said County, personally appeared Robert E. Miller and Craig R. Miller, to me known to be the persons who executed the foregoing Certificate of Amendment of Articles of Incorporation, who, being by me each duly sworn, did say, the said Robert E. Miller, that he is the President, and the said Craig R. Miller, that he is the Secretary of M-R SERVICES, INC., the corporation named in the foregoing Certificate of Amendment; and declared that they executed said Certificate of Amendment as the President and Secretary of said corporation by authority of the shareholders of the corporation, and acknowledged that they executed the foregoing Certificate of Amendment as their free act and deed and as the free act and deed of said corporation.

 

 

 

/s/ Linda J. Helleksen

 

Notary Public

 


 

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

REM CONSULTING & SERVICES, INC.

 

The undersigned, Robert E. Miller, President and Craig R. Miller, Secretary of REM Consulting & Services, Inc., a Minnesota corporation, pursuant to Minnesota Statutes Section 302A.139, hereby certify that the following is a true and complete statement of an Amendment of the Articles of Incorporation adopted by unanimous written action of the shareholders of the corporation on August 13, 1987.

 

RESOLVED, That the Articles of Incorporation of this corporation be amended by the addition thereto of the following Article XII:

 

ARTICLE XII

 

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) liability for any transaction from which the director derived an improper personal benefit, or (v) liability for any act or omission occurring prior to the date when this Article becomes effective.  If Chapter 302A, the Minnesota Business Corporation Act, hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

 

 

/s/ Robert E. Miller

 

Robert E. Miller, President

 

 

 

/s/ Craig R. Miller

 

Craig R. Miller, Secretary

 

Subscribed and sworn to

before me this 13 day

of August, 1987.

 

/s/ Lisa Ellis

 

 


 

ARTICLES OF AMENDMENT

 

OF

 

ARTICLES OF INCORPORATION

 

OF

 

REM CONSULTING & SERVICES, INC.

 

 

I, the undersigned, as Vice President of REM CONSULTING & SERVICES, INC., a Minnesota corporation, do hereby certify that the shareholders of the corporation have unanimously resolved to amend the Articles of Incorporation in accordance with the following resolution(s):

 

RESOLVED, That Article I of the Articles of Incorporation of the corporation be amended as follows:

 

ARTICLE I

 

The name of this corporation shall be REM Consulting & Services, Inc.

 

FURTHER RESOLVED, That Douglas V. Miller, the Vice President of this corporation, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution(s) and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.

 

I FURTHER CERTIFY that the foregoing amendment has been adopted pursuant to chapter 302A, Minnesota Statutes.

 

IN WITNESS WHEREOF, I have hereunto subscribed my name this 23rd day of December, 1999.

 

 

 

/s/ Douglas V. Miller