EX-3.91 93 a2163176zex-3_91.htm EXHIBIT 3.91

Exhibit 3.91

 


[SEAL]

ARTICLES OF INCORPORATION

APPROVED

Provided by:

JOSEPH H. HOGSETT

State Form 4159 (R9/9-93)

&

 

Secretary of State

Approved by State Board of Accounts 1992

FILED

 

Corporations Division

 

 

 

302 W. Washington St., Rm. E018

 

 

 

Indianapolis, IN 46204

 

 

 

 

Telephone: (317) 232-6576

 

 

 

 

 

INSTRUCTIONS:

Use 8 1/2 x 11 inch white paper for inserts.

Indiana Code 23-1-21-2

 

Filing requirements - present original and one copy to the address in the upper right corner of this form.

FILING FEE: $90.00

 

INDIANA SECRETARY OF STATE

 

ARTICLES OF INCORPORATION

 

Indicate the appropriate act

 

The undersigned, desiring to form a corporation (herein after referred to as “Corporation”) pursuant to the provisions of:

 

ý  Indiana Business Corporation Law

o  Indiana Professional Corporation Act 1983

 

As amended, executes the following Articles of Incorporation:

 

ARTICLE I - NAME

 

Name of Corporation

REM–Indiana SILP, Inc.

(the name must contain the word “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation of one of these words.)

 

ARTICLE II - REGISTERED OFFICE AND AGENT

 

Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are:

 

Name of Registered Agent

C T Corporation System

 

Address of Registered Office (street or building)

City

 

ZIP code

One North Capitol Avenue

Indianapolis

Indiana

46204

 

 

 

 

Principal Office: The post office address of the principal office of the Corporation is:

 

 

 

 

Post office address

City

State

ZIP code

6921 York Avenue South

Edina

MN

55435

 

ARTICLE III - AUTHORIZED SHARES

 

Number of shares:

authorized is 1,000 shares, all of which shall be shares of common stock, par value $.01 per share.

 

If there is more than one class of shares, shares with rights and preferences, list such information on “Exhibit A.”

 

ARTICLE IV - INCORPORATORS

(the name(s) and address(es) of the incorporators of the corporation)

 

NAME

 

NUMBER AND STREET
OR BUILDING

 

CITY

 

STATE

 

ZIP CODE

 

 

 

 

 

 

 

 

 

Nancy G. Barber Walden

 

3400 City Center 33 South 6th Street

 

Minneapolis

 

MN

 

55402

 

See Exhibit A attached hereto and made a part hereof for additional provisions.

In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true.

 

this 6 day of July, 1994.

 

Signature

 

Printed name

 

 

 

 

 

/s/ Nancy G. Barber Walden

 

Nancy G. Barber Walden

 

 

 

 

 

Signature

 

Printed name

 

 

 

 

 

Signature

 

Printed name

 

 

 

 

 

This instrument was prepared by: (name)

Nancy G. Barber Walden

 

Address (number, street, city and state)

ZIP code

3400 City Center, 33 South Sixth Street, Minneapolis, Minnesota

55402

 



 

 

EXHIBIT A

TO

ARTICLES OF INCORPORATION
OF REM-INDIANA SILP, INC.

 

Article V

 

DIRECTORS

 

The names and addresses of the individuals who are to serve as the initial directors of the corporation are:

 

Thomas E. Miller

 

6921 York Avenue South,

 

Edina,

 

MN

 

55435

 

Craig R. Miller

 

6921 York Avenue South,

 

Edina,

 

MN

 

55435

 

Douglas V. Miller

 

6921 York Avenue South,

 

Edina,

 

MN

 

55435

 

 

Article VI

 

PRE-EMPTIVE RIGHTS

 

Shareholders shall have no rights pursuant to Section 23-1-27-1 of the Indiana Business Corporation Law, pre-emptive or otherwise, to acquire any part of any unissued shares or other securities of this corporation or of any rights to purchase shares or other securities of this corporation before the corporation may offer them to other persons.

 

Article VII

 

CUMULATIVE VOTING

 

Shareholders shall have no rights of cumulative voting.

 



 



[SEAL]

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION

 

SUE ANNE GILROY
SECRETARY OF STATE

State Form 38333 (R8 / 12-96)

 

CORPORATIONS DIVISION

Approved by State Board of Accounts 1995

 

302 W. Washington St., Rm. E018

 

 

Indianapolis, IN 46204

 

 

 

Telephone: (317) 232-6576

 

 

 

 

INSTRUCTIONS:

Use 8 1/2” x 11” white paper for inserts.

 

Indiana Code 23-1-38-1 et seq.

 

Present original and two copies to address in upper right hand corner of this

 


Filing Fee: $30.00

 

Please TYPE or PRINT.

 

 

 

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

 

Name of Corporation

 

Date of incorporation

REM–Indiana SILP, Inc.

 

July 18, 1994

 

The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)

 

ý  Indiana Business Corporation Law                      o Indiana Professional Corporation Act of 1983

 

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

 

ARTICLE I Amendments(s)

 

The exact text of Article(s) Article I of the Articles

 

(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is                  ,” below.)

 

The name of the Corporation is REM-Indiana Community Services II, Inc.

 

 

[SEAL]

 

ARTICLE II

 

Date of each amendment’s adoption:

 

April 7, 1999

 



 

ARTICLE III Manner of Adoption and Vote

 

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval.  Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.

 

o SECTION 1

This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.

 

 

 

ý SECTION 2

The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)

 

 

 

 

 

A. Vote of such shareholders during a meeting called by the Board of Directors.  The result of such vote is as follows:

 

 

 

 

 

 

Shares entitled to vote.

 

 

 

Number of shares represented at the meeting.

 

 

 

Shares voted in favor.

 

 

 

Shares voted against.

 

 

 

 

 

 

B. Unanimous written consent executed on April 7, 1999 and signed by all shareholders entitled to vote.

 

 

 

ARTICLE IV Compliance with Legal Requirements

 

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

 

I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 7th day of April, 1999.

 

Signature of current officer or chairman of the board

Printed name of officer or chairman of the board

 

 

/s/ Thomas E. Miller

 

 

Thomas E. Miller

 

 

 

Signature’s title

 

 

 

 

 

President

 

 

 

 



 

 



[SEAL]

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION

 

SUE ANNE GILROY
SECRETARY OF STATE

State Form 38333 (R8 / 12-96)

 

CORPORATIONS DIVISION

Approved by State Board of Accounts 1995

 

302 W. Washington St., Rm. E018

 

 

Indianapolis, IN 46204

 

 

 

Telephone: (317) 232-6576

 

 

 

 

INSTRUCTIONS:

Use 8 1/2” x 11” white paper for inserts.

 

Indiana Code 23-1-38-1 et seq.

 

Present original and two copies to address in upper right hand corner of this.

 


Filing Fee: $30.00

 

Please TYPE or PRINT.

 

 

 

[SEAL]

 

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:

 

Name of Corporation

 

Date of incorporation

REM–Indiana Community Services II, Inc.

 

July 18, 1994

 

The undersigned officers of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (indicate appropriate act)

 

ý  Indiana Business Corporation Law                      o Indiana Professional Corporation Act of 1983

 

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

 

ARTICLE I Amendments(s)

 

The exact text of Article(s)  I of the Articles

 

(NOTE: If amending the name of corporation, write Article “I” in space above and write “The name of the Corporation is                  ,” below.)

 

The name of the Corporation is REM Indiana Community Services II, Inc.

 

 

[SEAL]

 

 

ARTICLE II

 

Date of each amendment’s adoption:

 

May 24, 2000, effective August 1, 2000

 



 

ARTICLE III Manner of Adoption and Vote

 

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval.  Because a name change requires shareholder approval.  Section 2 must be marked and either A or B completed.

 

o  SECTION 1

 

This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.

 

 

 

ý  SECTION 2

 

The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)

 

 

 

 

 

A. Vote of such shareholders during a meeting called by the Board of Directors.  The result of such vote is as follows:

 

 

 

 

 

 

Shares entitled to vote.

 

 

 

Number of shares represented at the meeting.

 

 

 

Shares voted in favor.

 

 

 

Shares voted against.

 

 

 

 

 

 

B. Unanimous written consent executed on May 24, 2000 and signed by all shareholders entitled to vote.

 

 

 

ARTICLE IV Compliance with Legal Requirements

 

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and By-Laws of the Corporation.

 

I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 12th day of July, 2000.

 

Signature of current officer or chairman of the board

Printed name of officer or chairman of the board

 

 

/s/ Craig R. Miller

 

 

Craig R. Miller

 

 

 

Signature’s title

 

 

 

 

 

Vice President

 

 

 



 

 

 

 

 

 

 

 

[SEAL]

 

NOTICE OF CHANGE OF REGISTERED OFFICE

OR REGISTERED AGENT (ALL CORPORATIONS)
State Form 26276 (R5 / 4-95)

 

TODD ROKITA

SECRETARY OF STATE

CORPORATIONS DIVISION

302 W. Washington St., Rm. E018

Indianapolis, IN 46204

Telephone: (317) 232-6576

 

 

 

 

 

INSTRUCTIONS:

Use 8 1/2” x 11” white paper for inserts.

Indiana Code 23-1-24-2 (for profit corporation)

 

Present original and two (2) copies to address in upper right corner of this form.

Indiana Code 23-17-6-2 (non-profit corporation)

 

Please TYPE or PRINT.

NO FILING FEE

 

Name of corporation

 

 

Date of incorporation

 

 

 

REM Indiana Community Services II, Inc.

 

7/18/1994

 

 

 

 

 

Current registered office address (number and street, city, state, ZIP code)

8925 N. Meridian Street Suite 200 Indianapolis, IN 46260

 

New registered office address (number and street, city, state, ZIP code)

251 E Ohio St., Suite 1100, Indianapolis, IN 46204

 

Current registered agent (type or print name)

Steven Cook

 

New registered agent (type or print name)

C T Corporation System

 

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

 

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

 

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

 

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 23rd day of September, 2005.

 

Signature

Title

 

/s/ Christina Pak

 

 

Vice President