EX-3.64 40 l18301aexv3w64.htm EXHIBIT 3.64 Exhibit 3.64
 

Exhibit 3.64
ARTICLES OF INCORPORATION
EDUCARE COMMUNITY LIVING CORPORATION-TEXAS
     The undersigned James M. Martin, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, hereby adopts the following Articles of Incorporation for the corporation.
ARTICLE ONE
     The name of the corporation is EduCare Community Living Corporation-Texas.
ARTICLE TWO
     The period of its duration is perpetual.
ARTICLE THREE
     The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may ‘be incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
     The aggregate number of shares that the corporation shall have authority to issue is 10,000 shares of the par value of $1.00 each.
ARTICLE FIVE
     The corporation will not commence business until it has received for the issuance of its shares consideration of the value of one thousand dollars consisting of money, labor done, or property actually received.
ARTICLE SIX
     The street address of its initial registered office is 707 West Tenth Street, Austin, Texas 78701, and the name of its initial registered agent at that address is James M. Martin.

 

 

ARTICLE SEVEN
     The number of Directors constituting the initial Board of Directors is four (4), and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:
         
 
  Robert K. Conkright   Warren T. Watford
 
  11909 Arabian Trail   1408 Brighton Lane
 
  Austin, Texas 78759   Austin, Texas 78723
 
        
 
  James C. Pace   David P. French
 
  207 Mill Street   8100 Hickory Creek Drive
 
  San Marcos, Texas 78666   Austin, Texas 78735
ARTICLE EIGHT
         
 
  The name and address of the incorporator is:    
 
        
 
  James M. Martin    
 
  707 West Tenth Street    
 
  Austin, Texas 78701    
     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this 19th day of June, 1986.
     
 
  /s/ James M. Martin
 
   
 
  James M. Martin
VERIFICATION
     
THE STATE OF TEXAS
  X
 
  X
COUNTY OF TRAVIS
  X
     BEFORE ME, a notary public, on this day personally appeared James M. Martin, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements contained therein are true and correct.

 

 

     Given under my hand and seal this 19th day of June, 1986.
     
 
  /s/ Melinda Goff
 
   
 
  Notary Public State of Texas
 
    
 
  (name printed)
 
   
 
  Printed Name of Notary
 
    
 
  My commission expires: 11/1/89

 

 

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
     Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
     The name of the corporation is W.P.C. Development, Inc.
ARTICLE TWO
     The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on April 27, 1988. The amendment alters or changes Article One of the original or amended Articles of Incorporation and Article One is amended to read as follows:
“The name of the corporation is Educare Community Living Corporation — Texas.”
ARTICLE THREE
     The number of shares of the corporation outstanding at the time of such adoption was 10,000; and the number of shares entitled to vote thereon was 10,000.
ARTICLE FOUR
     The holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing adapting said amendment.
ARTICLE FIVE
     The manner in which any exchange, reclassification or cancellation of issued shares, provided for in the amendment shall be effected, is as follows: stock certificates bearing the previous corporate name shall be exchanged for stock certificates for an equal number of shares bearing the name as amended hereby.
     
 
  Educare Community Living
 
  Corporation — Texas
 
  (previously named W.P.C.
 
  Development, Inc.)
         
 
  By:   /s/ Randall B. Stevens
 
       
 
      Randall B. Stevens, President

 

 

         
 
      (name printed)
 
        
 
  By:   /s/ Richard D. Relyea
 
       
 
      Richard D. Relyea, Secretary
 
      (name printed)
STATE OF TEXAS
COUNTY OF TRAVIS
     BEFORE ME, notary public, on this day personally appeared Randall B. Stevens, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.
     GIVEN under my hand and seal of office this 28th day of April, A.D., 1988.
     
 
  /s/ Kathryn Tomison
 
   
 
  Notary Public — STATE OF TEXAS
 
    
 
  My commission expires: 10/4/88
 
    
 
  (name printed)
 
   
 
  Printed Name of Notary
(Notarial Seal)

 

 

STATE OF TEXAS
COUNTY OF TRAVIS
     BEFORE ME, notary public, on this day personally appeared Richard D. Relyea, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.
     GIVEN under my hand and seal of office this 28th day of April, A.D., 1988.
     
 
  /s/ Kathryn Tomison
 
   
 
  Notary Public — STATE OF TEXAS
 
    
 
  My commission expires: 10/14/88
 
    
 
  (name printed)
 
   
 
  Printed Name of Notary
 
    
(Notarial Seal)