EX-3.7 9 a2177184zex-3_7.htm EXHIBIT 3.7

Exhibit 3.7

 

ARTICLES OF INCORPORATION OF

ENCORE MEDICAL PARTNERS, INC.

 

A NEVADA CORPORATION

 

The undersigned, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Nevada Revised Statutes, hereby adopts the following Articles of Incorporation:

 

ARTICLE ONE

 

NAME

 

The name of the corporation is Encore Medical Partners, Inc. (the “Corporation”).

 

ARTICLE TWO

 

AGENT FOR PROCESS

 

The street address of the Corporation’s initial registered office is 6100 Neil Rd., Suite 500, Reno, Nevada 89511, and the name of its initial registered agent at such address is Corporation Trust Company of Nevada.

 

ARTICLE THREE

 

AUTHORIZED SHARES

 

The aggregate number of shares which the Corporation shall have authority to issue is fifty thousand (50,000) common shares with a par value of $0.001 per share.

 

ARTICLE FOUR

 

DIRECTORS

 

The number of directors constituting the Corporation’s first Board of Directors is three (3), the names and addresses of whom are as follows:

 

Name

 

Address

 

 

 

Kenneth W. Davidson

 

9800 Metric Boulevard
Austin, Texas 78758

 

 

 

Harry L. Zimmerman

 

9800 Metric Boulevard
Austin, Texas 78758

 



 

August Faske

 

9800 Metric Boulevard
Austin, Texas 78758

 

ARTICLE FIVE

 

PURPOSE

 

The purpose for which the Corporation is organized is to engage in any activity in which corporations may lawfully engage under the laws of the State of Nevada.

 

ARTICLE SIX

 

ACTION OF SHAREHOLDERS WITHOUT A MEETING

 

Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present of voted.

 

ARTICLE SEVEN

 

RIGHT TO AMEND

 

The Corporation reserves the right to amend and repeal any provision contained in the Articles of Incorporation in a manner consistent with the Nevada Revised Statutes. All rights herein conferred are granted subject to this reservation.

 

ARTICLE EIGHT

 

EXEMPTION OF DIRECTORS FROM LIABILITY

 

The directors of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except to the extent that any applicable law may prevent such director from being relieved of such personal liability. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation of the personal liability of a director of the Corporation existing at the time of such repeal or modification.

 

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ARTICLE NINE

 

INCORPORATOR

 

The name and address of the incorporator of the Corporation is:

 

Name

 

Address

 

 

 

Harry L. Zimmerman

 

9800 Metric Boulevard
Austin, Texas 78758

 

IN WITNESS WHEREOF, the undersigned being the incorporator tfor the purpose of formaing a Corporation under the laws of the State of Nevada has executed these Articles of Incorporation on the 22nd day of September, 2003.

 

 

 

    /s/ Harry L. Zimmerman

 

 

 

Harry L. Zimmerman, Incorporator

 

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