EX-3.19 21 a2173512zex-3_19.htm EXHIBIT 3.19

Exhibit 3.19

 

BCA-2.10 (Rev. Jul. 1984)

 

 

File #

 

JIM EDGAR

 

This Space For Use By

Submit in Duplicate

Secretary of State

 

Secretary of State

Payment must be made by Certified

State of Illinois

 

 

Check, Cashiers' Check or a Money

 

 

Date

4-18-89

Order payable to “Secretary of

 

 

 

 

State”.

ARTICLES OF INCORPORATION

 

License Fee

$

 .50

 

DO NOT SEND CASH!

 

 

Franchise Tax

$

25.00

 

 

 

 

 

Filling Fee

$

75.00

 

 

 

 

 

 

 

 

 

 

 

 

Clerk

/s/ [ILLEGIBLE]

 

100.50

 

 

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

 

ARTICLE ONE

 

The name of the corporation is

ILLINOIS MENTOR, INC.

 

 

 

(Shall contain the word “corporation”, “company”, “Incorporation”.

 

 

 

 

 

 

 

 

“limited”, or an abbreviation thereof)

 

 

 

ARTICLE TWO

 

The name and address of the initial registered agent and its registered office are:

 

 

 

 

 

Registered Agent

TERENCE

M.

SHEEN

 

 

 

First Name

Middle Name

Last Name

 

 

 

 

 

 

 

 

Registered Office

180 W. Park Avenue

 

 

 

Number

Street

Suite # (A P.O Box alone is not acceptable)

 

 

 

 

 

 

 

 

 

Elmhurst,

60126

DuPage

 

 

 

City

Zip Code

County

 

 

 

 

 

 

ARTICLE THREE

 

The purpose or purposes for which the corporation is organized are:

 

 

 

If not sufficient space to cover this point, add one or more sheets of this size.

 

 

 

 

 

The transaction of any or all lawful businesses for which corporations may be incorporated under the Illinois Business Corporation Act.  (§ 47.5)

 

 

 

ARTICLE FOUR

 

Paragraph 1: The authorized shares shall be:

 

 

 

Class

 

* Par Value per share

 

Number of shares authorized

 

 

 

Common

 

NPV

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paragraph 2:  The preferences, qualifications, limitations, restrictions and the special or relative rights in

 

 

respect of the shares of each class are:

PAID

 

If not sufficient space to cover this point, add one or more sheets of this size.

 

 

 

APRIL 18 1989

 

 

 

 

 

ARTICLE FIVE

 

The number of shares to be issued initially, and the consideration to be resolved by the corporation therefor, are:

 

 

 

 

 

* Par Value

 

Number of shares

 

Consideration to be

 

 

 

Class

 

per share

 

proposed to be issued

 

received therefor

 

 

 

Common

 

NPV

 

100

 

$

1,000.00

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

Total

 

$

1,000.00

 

 

* A declaration as to a “par value” is optional.  This space may to marked “n/a” when no reference to a par value is desired.

 


 

ARTICLE SIX       OPTIONAL

The number of directors constituting the initial board of directors of the corporation is                              , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

 

Name

 

Residential Address

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARTICLE SEVEN OPTIONAL

(a)

 

It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:

 

$                 

(b)

 

It is estimated that the value of the property to be located within the State of Illinois during the following year will be:

 

$                 

(c)

 

It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:

 

$                 

(d)

 

It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:

 

$                 

 

ARTICLE EIGHT OTHER PROVISIONS

Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

 

NAMES & ADDRESSES OF INCORPORATORS

 

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

 

Dated April 12, 1989

 

Signatures and Names

 

Post Office Address

 

 

 

 

 

 

 

 

 

1.

 

/s/ Terence M. Sheen

 

1.

 

 180 W. Park Avenue

 

 

Signature

 

 

 

Street

 

 

 

 

 

 

 

 

 

 

 

TERENCE M. SHEEN

 

 

 

 Elmhurst,

IL

60126

 

 

Name (please print)

 

 

 

City/Town

State

Zip

 

 

 

 

 

 

 

 

 

2.

 

 

 

2.

 

 

 

 

 

 

Signature

 

 

 

Street

 

 

 

 

 

 

 

 

 

 

 

Name (please print)

 

 

 

City/Town

State

Zip

 

 

 

 

 

 

 

 

 

3.

 

 

 

3.

 

 

 

 

 

 

Signature

 

 

 

Street

 

 

 

 

 

 

 

 

 

 

 

Name (please print)

 

 

 

City/Town

State

Zip

 

(Signatures must be in ink on original document, Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

 

NOTE:  If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

 

 

 

Form BCA - 2.10

 

File No.

 

ARTICLES OF INCORPORATION

 

FILED

 

APR 18 1989

 

JIM EDGAR

SECRETARY OF STATE

 

FEE SCHEDULE

 

The following fees are required to be paid at the time of issuing the Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of 1/20th of 1% of the consideration to be received for initial issued shares (see Art 5), MINIMUM $.50; INITIAL FRANCHISE TAX OF 1/10th of 1% of the consideration to be received for initial issued shares (see Art 5), MINIMUM $25.00.

 

EXAMPLES OF TOTAL DUE

 

Consideration to
be Received

 

TOTAL
DUE*

 

up to $1,000

 

$

100.50

 

$      5,000

 

 

$

102.50

 

$    10,000

 

 

$

105.00

 

$    25,000

 

 

$

112.50

 

$    50,000

 

 

$

150.00

 

$  100,000

 

 

$

225.00

 

 

* Includes Filing Fee + License Fee + Franchise Tax

 

RETURN TO:

 

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone (217) 782 -6961

 

C-162.8

 


 

File #  5548-9467

 

 

 

 

 

 

 

 

 

 

 

Form BCA-5.10

 

 

 

 

 

NFP-105.10

 

 

 

 

 

(Rev. Jan. 1999)

 

 

 

 

 

 

 

 

 

 

 

Jesse white

 

 

 

 

 

Secretary of State

 

 

 

 

 

Department of Business Services

 

 

 

 

 

Springfield, IL 62756

 

 

 

SUBMIT IN DUPLICATE

 

Telephone (217) 782-3647

 

 

 

 

 

http://www.sos.state.il.us

 

FILED

 

This space for use by

 

 

 

 

 

Secretary of State

 

 

 

 

 

 

 

STATEMENT OF

CHANGE

OF REGISTERED AGENT

AND/OR REGISTERED

 

OCT 02 2001

 

Date 10 - 2 - 01

 

 

 

 

 

 

 

JESSE WHITE

SECRETARY OF STATE

 

Filing Fee         $ 5

 

 

 

 

 

 

 

Approved : [ILLEGIBLE]

 

OFFICE

 

 

 

 

Remit payment in check or money order, payable to “Secretary of State.”

 

 

Type of print in black ink only.

See reverse side for signature(s).

 

 

 

PAID

 

 

 

 

 

OCT 03 2001

 

 

 

 

 

Expedited Services

 

1.

CORPORATE NAME:

Illinois Mentor, Inc.

 

 

 

2.

STATE OF COUNTRY OF INCORPORATION:

Illinois

 

 

3.

Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

 

Registered Agent

 Prentice Hall Corporation

 

First Name

Middle Name

Last Name

 

Registered Office

 33 North LaSalle Street

 

Number

Street

Suite No. (A P.O. Box alone is not acceptable)

 

 

 Chicago

60602

 COOK

 

City

ZIP Code

County

 

4.

Name and address of the registered agent and registered office shall be (after all changes herein reported):

 

Registered Agent

 C T Corporation System

 

First Name

Middle Name

Last Name

 

Registered Office

 c/o C T Corporation System, 208 South LaSalle Street

 

Number

Street

Suite No. (A P.O. Box alone is not acceptable)

 

 

 Chicago

60604

 Cook

 

City

ZIP Code

County

 


 

5.

The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

 

 

6.

The above change was authorized by: (“ý” one box only)

 

a.

ý By resolution duly adopted by the board of directors.

(Note 5)

 

b.

o By action of the registered agent.

(Note 6)

 

 

 

NOTE: When the registered agent changes, the signatures of both president and secretary are required.

7.

(If authorized by the board of directors, sign here. See Note 5)

 

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms,

under penalties of perjury, that the facts stated herein are true.

 

 

Dated

June 11

,

2001

 

Illinois Mentor, Inc.

 

(Month & Day)

 

(Year)

 

(Exact Name of Corporation)

 

 

attested by

  /s/ Elizabeth Hopper

 

by

 /s/ Gregory Torres

 

(Signature of Secretary or Assistant Secretary)

 

 

(Signature of President or Vice President)

 

 

 

 

 

 

Elizabeth Hopper, Secretary

 

 

Gregory Torres, President

 

(Type or Print Name and Title)

 

 

(Type or Print Name and Title)

 

 

 

 

 

(If change of registered office by registered agent, sign here. See Note 6)

 

The undersigned, under penalties of perjury, affirms that the facts stated herein are true.

 

 

 

 

Dated

 

,

 

 

C T Corporation System

 

(Month & Day)

 

(Year)

 

(Signature of Registered Agent of Record}

 

NOTES

 

1.

The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

 

 

2.

The registered office must include a street or road address; a post office box number alone is not acceptable.

 

 

3.

A corporation cannot act as its own registered agent.

 

 

4.

If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.

 

 

5.

Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by the president (or vice-president) and by the secretary (or an assistant secretary).

 

 

6.

The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.