{"id":41407,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/articles-of-incorporation-crescent-capital-trust-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"articles-of-incorporation-crescent-capital-trust-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/articles-of-incorporation-crescent-capital-trust-inc.html","title":{"rendered":"Articles of Incorporation &#8211; Crescent Capital Trust Inc."},"content":{"rendered":"<pre>                               STATE OF MARYLAND\n\n\n                                 DEPARTMENT OF\n                            ASSESSMENTS AND TAXATION\n               301 West Preston Street Baltimore, Maryland 21201\n\n\n\n                                                            DATE: MARCH 31, 1994\n\n\n         THIS IS TO ADVISE YOU THAT THE ARTICLES OF INCORPORATION FOR CRESCENT\nCAPITAL TRUST, INC.  WERE RECEIVED AND APPROVED FOR RECORD ON MARCH 31, 1994 AT\n10:32 AM.\n\n\n\n\nFEE PAID:                 106.00\n\n\n\n\n\n\n(SEAL)\n\n\n\n                                                               JOSEPH V. STEWART\n                                                              CHARTER SPECIALIST\n\n\n\n\n\n\n                                                THIS INSTRUMENT WAS PREPARED BY:\n                                                John H. Cooper\n                                                Sirote &amp; Permutt, P.C.\n                                                2222 Arlington Avenue South\n                                                Birmingham, AL 35205\n\n                           ARTICLES OF INCORPORATION\n                                       OF\n                          CRESCENT CAPITAL TRUST, INC.\n\n\n                                   ARTICLE I\n                                   FORMATION\n\n                 The undersigned, John W. McRoberts, whose address is 10 Alden\nLane, Birmingham, Alabama 35243, being at least 18 years of age, does hereby\nform a corporation under the general laws of the State of Maryland.\n\n                                   ARTICLE II\n                                      NAME\n\n                 The name of this corporation shall be Crescent Capital Trust,\nInc.\n\n\n                                  ARTICLE III\n                                    PURPOSES\n\n                 The purpose for which this corporation is formed is to engage\nin the ownership of real property and any other lawful act or activity for\nwhich corporations may be organized under the Maryland General Corporation Law\nas now or hereinafter in force.\n\n                 Without limiting the generality of such purpose, business and\nobjects, at such time or times as the Board of Directors of the Corporation\ndetermines that it is in the interests of the Corporation and its stockholders\nthat the Corporation engage in the business of, and conduct its business and\naffairs so as to qualify as, a real estate investment trust ('REIT'), as that\nphrase is defined in the Internal Revenue Code of 1986, as amended ('the\nCode'), and comply with all provisions of the Code applicable to REITs, and all\nregulations, rulings and cases promulgated or decided thereunder ('REIT\nProvisions of the Code'), then the purpose of the Corporation shall be to\nengage in the business of such a real estate investment trust, but this\nreference to such purpose shall not make unlawful or unauthorized any otherwise\nlawful act or activity that the Corporation may take that is inconsistent with\nsuch purpose.\n\n                                   ARTICLE IV\n                      PRINCIPAL OFFICE AND RESIDENT AGENT\n\n                 SECTION 4.1      Principal Office.    The address of the \nprincipal office of the Corporation in the State of Maryland is c\/o The\nCorporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202, but\nthe Corporation may maintain an office or offices in such other place or places\nas may be from time to time fixed by its Board of Directors or as may be fixed\nby the Bylaws of the Corporation.\n\n                 SECTION 4.2      Registered Agent.    The name of the \nresident agent of the Corporation in the State of Maryland is The\nCorporation Trust Incorporated, and the address is 32 South Street, Baltimore,\nMaryland 21202.\n\n                                   ARTICLE V\n                                 CAPITAL STOCK\n\n                 SECTION 5.1      Authorized Capital.  The total number \nof shares of stock which the Corporation shall have authority to issue\nis Sixty Million (60,000,000), of which Fifty Million (50,000,000) shall be\nshares of common stock having a par value of $.001 per share ('Common Stock')\n(or shares of one or more classes of 'Excess Common Shares' as provided in\nSection 7.4 hereof) and Ten Million (10,000,000) shall be shares of preferred\nstock having a par value of $.001 per share ('Preferred Stock') (or shares of\none or more classes of 'Excess Preferred Shares' as provided in Section 7.4\nhereof).  The Common Stock and the Preferred Stock are sometimes referred to\ncollectively as the 'Capital Stock.'  The aggregate par value of all said\nshares of Capital Stock shall be Sixty Thousand Dollars ($60,000).\n\n                 SECTION 5.2      Unissued Stock.      The Board of Directors \nof the Corporation is authorized, subject to limitations prescribed\nby law and the provisions of this Section 5.2, to classify or reclassify any\nunissued shares stock, and to establish the number of shares to be included in\nany series of stock, and to fix the designation, conversion or other rights,\nvoting powers, restrictions, limitations as to distributions, preferences,\nqualifications or terms or conditions of redemption of the shares of each such\nseries.  The authority of the Board of Directors with respect to each such\nseries shall include, but not be limited to, a determination of the following:\n\n                          (a)   The number of shares constituting that series \nand the distinctive designation of that series;\n\n                          (b)   The dividend rate on the shares of that series, \nwhether dividends shall be cumulative, and if so, from which date or dates, and\nwhether they should be payable in preference to, or in another relation to, the \ndividends payable on any other class or classes or series of stock;\n\n\n\n                                      2\n\n\n                          (c)   Whether that series shall have voting rights, \nand, if so, the terms of such voting rights;\n\n                          (d)   Whether that series shall have conversion or\nexchange privileges, and, if so, the terms and conditions of such conversion or\nexchange, including provision for adjustments for the conversion or exchange\nrate in such events as the Board of Directors shall determine;\n\n                          (e)   Whether or not the shares of that series shall\nbe redeemable, and, if so, the terms and conditions of such redemption,\nincluding the manner of selecting shares for redemption if less than all shares\nare to be redeemed, the date or dates upon or after which they shall be\nredeemable, and the amount per share payable in case of redemption, which\namount may vary under different conditions and at different redemption dates;\n\n                          (f)   Whether that series shall be entitled to the\nbenefit of a sinking fund to be applied to the purchase or redemption of shares\nof that series, and, if so, the terms and amounts of such sinking funds;\n\n                          (g)   The right of the shares of that series to the\nbenefit of conditions and restrictions upon the creation of indebtedness of the\nCorporation or any subsidiary, upon the issuance of any additional stock\n(including additional shares of such series or of any other series) and upon\nthe payment of dividends or the making of other distributions on, and the\npurchase, redemption or other acquisition by the Corporation or any subsidiary\nof any outstanding stock of the Corporation;\n\n                          (h)   The right of the shares of that series in the\nevent of any voluntary or involuntary liquidation, dissolution or winding up of\nthe Corporation and whether such rights shall be in preference to, or in other\nrelation to, any comparable rights of any other class or classes or series of\nstock; and\n\n                          (i)   Any other relative, participating, optional or\nother special rights, qualifications, limitations or restrictions of that\nseries.\n\n                                  ARTICLE VI\n                                  DIRECTORS\n\n                 SECTION 6.1      Number of Directors.      The Corporation\nshall have a Board of Directors consisting of eight (8) Directors, which number\nmay be increased or decreased in accordance with the Bylaws of the Corporation\nfrom time to time, but shall not be less than the number required by the\nMaryland General Corporation Law, as amended from time to time.\n\n                 SECTION 6.2      Initial Directors.        The names of the \ninitial directors of the Corporation are: Richard M. Scrushy, John W. McRoberts,\nMichael D. Martin, Robert N. Elkins, William B. Luttrell, Eric R. Hanson, \nLarry D. Striplin, Jr., and W. Barry Morton.\n\n\n\n\n\n                                      3\n\n                 SECTION 6.3      Removal of Directors.     A director may be\nremoved from office with or without cause only at a meeting of the stockholders\ncalled for that purpose by the affirmative vote of the holders of not less than\ntwo-thirds of the shares then outstanding and entitled to vote in the election\nof directors.\n\n                                  ARTICLE VII\n                     PROVISIONS FOR DEFINING, LIMITING, AND\n                REGULATING CERTAIN POWERS OF THE CORPORATION AND\n                    THE BOARD OF DIRECTORS AND STOCKHOLDERS\n\n                 In carrying on its business, or for the purpose of attaining\nor furthering any of its objects, the Corporation shall have all of the rights,\npowers and privileges granted to corporations by the laws of the State of\nMaryland, as well as the power to do any and all acts and things that a natural\nperson or partnership could do as now or hereafter authorized by law, either\nalone or in partnership or conjunction with others.  In furtherance and not in\nlimitation of the powers conferred by statute and for purposes of defining,\nlimiting, and regulating such powers, the rights and powers of the Corporation\nand of the Directors and stockholders and shall include the following:\n\n                 SECTION 7.1      Issuance of Stock.        The Board of\nDirectors of the Corporation is hereby empowered to authorize the issuance from\ntime to time of shares of its Capital Stock of any class, whether now or\nhereafter authorized, or securities convertible into shares of its stock of any\nclass or classes, whether now or hereafter authorized, for such consideration\nas the Board of Directors may deem advisable.\n\n                 SECTION 7.2      Stockholder Information.  Each stockholder\nshall upon demand of the Corporation disclose to the Corporation in writing\nsuch information with respect to direct and indirect ownership of shares of\nCapital Stock owned (or deemed to be owned, after applying rules referred to in\nSubsection 7.4(a) and any other rules applicable to REITs under the REIT\nProvisions of the Code) as the Board of Directors in its discretion deems\nreasonably necessary or appropriate in order that the Corporation may fully\ncomply with the REIT Provisions of the Code or the requirements of any taxing\nauthority or governmental agency.\n\n                 SECTION 7.3      Transferee Information.  Whenever the Board\nof Directors deems it reasonably necessary to protect the tax status of the\nCorporation as a REIT, the Board of Directors may require a statement or\naffidavit from each stockholder or proposed transferee of stock setting forth\nthe number of shares of Capital Stock of each class already owned (actually or\nbeneficially) by such proposed transferee and any related person specified in\nthe form reasonably prescribed by the Board of Directors for that purpose.  If,\nin the opinion of the Board of Directors, any transfer may jeopardize the\nqualification of the Corporation as a REIT, the Board of Directors may refuse\nto permit the transfer of such stock to the proposed transferee.  All contracts\nfor the sale or other transfer of Capital Stock shall be subject to this\nprovision and to all other provisions of this Charter.\n\n\n\n\n\n                                      4\n\n                 SECTION 7.4      Limit on Ownership:  Excess Shares.\n\n                          (a)     Except as otherwise provided by Section\n7.4(f), no person shall at any time directly or indirectly acquire or hold\nbeneficial ownership in the aggregate of more than the percentage limit\n('Ownership Limit') set forth in Section 7.4(b) of the outstanding shares of\nCapital Stock of the Corporation.  Such shares of Common Stock held by a\nstockholder over the Ownership Limit, including any shares of Common Stock that\nwould exceed the Ownership Limit if stock was redeemed in accordance with\nSection 7.4(f) (but excluding any shares exempted by the Board of Directors in\naccordance with Section 7.4(g)), are herein referred to as 'Excess Common\nShares.'  Such shares of Preferred Stock held by a stockholder over the\nOwnership Limit, including any shares of Preferred Stock that would exceed the\nOwnership Limit if stock was redeemed in accordance with Section 7.4(f) (but\nexcluding any shares exempted by the Board of Directors in accordance with\nSection 7.4(g)), are herein referred to as 'Excess Preferred Shares.' The\nExcess Common Shares and the Excess Preferred Shares are sometimes referred to\ncollectively as the 'Excess Shares.'  For purposes of this Section 7.4, a\nperson shall be deemed to be the beneficial owner of the stock that such person\n(i) actually owns, (ii) constructively owns after applying the rules of Section\n544 of the Code as modified in the case of a REIT by Sections 857(a)(6) and\n856(b) of the Code, or (iii) has the right to acquire upon exercise of\noutstanding rights, options and warrants, or upon conversion of any securities\nconvertible into stock, if any, if such inclusion will cause such person to own\nmore than the Ownership Limit.\n\n                          (b)     For purposes of this Section 7.4, the\nOwnership Limit shall be the number of shares of Capital Stock that, in the\naggregate, equal 9.8% of the number or value of the then outstanding shares of\nCapital Stock.\n\n                          (c)     If, in the opinion of the Board of Directors,\nwhich shall be binding upon any prospective acquiror of shares, any proposed\ntransfer or issuance would jeopardize the status of the Corporation as a real\nestate investment trust under the REIT Provisions of the Code, the Board of\nDirectors shall have the right, but not the duty, to refuse to permit such\ntransfer or issuance or refuse to give effect to such transfer or issuance and\nto take any action to void any such issuance or cause any such transfer not to\noccur.\n\n                          (d)     Upon shares of any class or series of Stock\nbecoming Excess Shares as defined in this Section 7.4, such shares shall be\ndeemed automatically to have been converted into a class separate and distinct\nfrom the class or series from which converted and from any other class of\nExcess Shares, each such class being designated 'Excess Shares of [Name of\nStockholder].'  The voting, distribution, redemption and other characteristics\nof such class of Excess Shares are as set forth in this Section 7.4.  Upon any\nshares that have become Excess Shares ceasing to be Excess Shares as defined in\nthis Section 7.4, such shares if then still outstanding shall be deemed\nautomatically to have been reconverted back into shares of the class or series\nof stock from which they were originally converted.\n\n\n\n\n\n                                      5\n\n                          (e)     No Stockholder may vote any Excess Shares\nheld by such Stockholder, and Excess Shares shall not be considered outstanding\nfor the purpose of determining a quorum at any meeting of Stockholders.  The\nCorporation, at the direction of the Board of Directors, in its sole\ndiscretion, may choose to accumulate all distributions and dividends payable\nupon the Excess Shares of any particular Stockholder in a non-interest bearing\nescrow account the proceeds of which shall be payable to the holder of the\nExcess Shares only at such time as such Stock ceases to be Excess Shares.\n\n                          (f)     The Corporation, upon authorization by the\nBoard of Directors, by notice to the holder thereof, may redeem any or all\nShares that are Excess Shares (including Shares that remain or become Excess\nShares because of the decrease in outstanding shares resulting from such\nredemption); and from and after the date of giving such notice of redemption\n('redemption date') the shares called for redemption shall cease to be\noutstanding and the holder thereof shall cease to be entitled to dividends,\nvoting rights and other benefits with respect to such Shares excepting only the\nright to payment by the Corporation of the redemption price determined and\npayable as set forth in this Section 7.4(f):\n\n                                  (i)      Subject to the limitation on payment\nset forth in Subsection (f)(ii) of this Section 7.4, the redemption price of\neach Excess Share called for redemption shall be the lesser of (I) the average\ndaily per share closing sales price of a share of Stock of the class of the\nCorporation from which such Excess Share was converted if shares of such class\nare listed on a national securities exchange or on the National Association of\nSecurities Dealers Automated Quotation National Market System, and if such\nshares are not so listed shall be the mean between the average per share\nclosing bid prices and the average per share closing asked prices, in each case\nduring the 30 day period ending on the business day prior to the redemption\ndate, or if there have been no sales on a national securities exchange or on\nthe National Association of Securities Dealers Automated Quotation National\nMarket System and no published bid and asked quotations with respect to shares\nof such class during such 30 day period, the redemption price shall be the\nprice determined by the Board of Directors in good faith, and (II) the price\npaid by such holder for such share.\n\n                                  (ii)     Unless the Board of Directors\ndetermines that it is in the interest of the Corporation to make earlier\npayment of all of the amount determined as the redemption price per share in\naccordance with Subsection (f)(i) of this Section 7.4, the redemption price\nshall be payable only upon the liquidation of the Corporation and shall not\nexceed an amount which is the sum of the per share distributions designated as\nliquidating distributions and return of capital distributions declared\nsubsequent to the redemption date with respect to unredeemed shares of record\nof the class of the Corporation from which such Excess Share was converted, and\nno interest shall accrue with respect to the period subsequent to the\nredemption date to the date of such payment; provided, however, that in the\nevent that within 30 days after the redemption date the person from whom the\nExcess Shares have been redeemed sells (and notifies the Corporation of such\nsale) a number of the remaining shares owned by him of the class of Stock from\nwhich his Excess Shares were converted at least equal to the number of such\nExcess Shares (and such sale is to a Person in whose hands the shares sold\nwould not\n\n\n\n\n\n                                      6\n\nbe Excess Shares), then the Corporation shall rescind the redemption of the\nExcess Shares if following such rescission such Person would not be the holder\nof Excess Shares, except that if the Corporation receives an opinion of its\ncounsel that such rescission would jeopardize the tax status of the Corporation\nas a REIT or would be unlawful in any regard, then the Corporation shall in\nlieu of rescission make immediate payment of the redemption price.\n\n                          (g)     As a condition to any transfer and\/or\nregistration of transfer on the books of the Corporation of any shares or\nsecurities convertible into shares which could result in direct or indirect\nownership of shares in excess of the Ownership Limit, as defined in Section\n7.4(b), by any person, such prospective transferee shall give written notice to\nthe Corporation of the proposed transfer and shall furnish such opinions of\ncounsel, affidavits, undertakings, agreements and information as may be\nrequired by the Board of Directors no later than the 15th day prior to any\ntransfer which, if consummated, would result in such ownership.\n\n                          (h)     Notwithstanding any other provision of these\nArticles of Incorporation to the contrary, any purported acquisition or\ncontinued ownership of stock of the Corporation that would (i) create a direct\nor indirect owner of Excess Shares; (ii) result in the shares of the\nCorporation being owned by fewer than 100 persons for purposes of the REIT\nProvisions of the Code; (iii) result in the Corporation being 'closely held'\nwithin the meaning of Section 856(h) of the Code; or (iv) result in the\ndisqualification of the Corporation as a REIT shall be null and void ab initio\nand the prospective transferee, acquiror or holder thereof shall not be\nentitled to any rights afforded to owners of shares hereunder.\n\n                          (i)     Shares described in this Section 7.4(i) shall\nnot be deemed to be Excess Shares at the times and subject to the terms and\nconditions set forth in this Section 7.4(i), as follows:\n\n                                  (i)      Subject to the provisions of\nSubsection 7.4(j), shares acquired and held by an underwriter in a public\noffering of shares, or in a transaction involving the issuance of shares by the\nCorporation in which the Board of Directors determines that the underwriter or\nother person or party initially acquiring such shares will make a timely\ndistribution of such shares to or among other holders such that, following such\ndistribution, none of such shares will be Excess Shares.\n\n                                  (ii)     Subject to the provisions of\nSubsection 7.4(j), shares which the Board of Directors in its sole discretion\nmay exempt from the Ownership Limit while owned by a person who has provided\nthe Corporation with evidence and assurances acceptable to the Board that the\nqualification of the Corporation as a REIT would not be jeopardized thereby.\n\n                          (j)     The Board of Directors, in its sole\ndiscretion, may at any time revoke any exception in the case of any stockholder\npursuant to Subsection 7.4(i)(i) or 7.4(i)(ii), and upon such revocation, the\nprovisions of Subsections 7.4(e) and 7.4(f) shall immediately become applicable\nto such stockholder and all shares of which such stockholder may be the\nbeneficial owner.  The decision to exempt or refuse to exempt from the\nOwnership Limit\n\n\n\n\n\n                                      7\n\nownerships of certain designated shares of stock, or to revoke an exemption\npreviously granted, shall be made by the Board of Directors at its sole\ndiscretion, based on any reason whatsoever including, but not limited to, the\npreservation of the Corporation's qualification as a real estate investment\ntrust.\n\n                          (k)     In applying the provisions of this Section\n7.4, the Board of Directors may take into account the lack of certainty in the\nREIT Provisions of the Code relating to the ownership of stock that may prevent\na corporation from qualifying as a REIT and may make interpretations concerning\nthe Ownership Limit and Excess Shares and attributed ownership and related\nmatters on as conservative a basis as the Board of Directors deems advisable to\nminimize or eliminate uncertainty as to the Corporation's qualification or\ncontinued qualification as a REIT.\n\n                          (l)     Nothing contained in this Section 7.4 or in\nany other provision of the Charter shall limit the authority of the Board of\nDirectors to take such other action as it deems necessary or advisable to\nprotect the Corporation and the interests of the stockholders by preservation\nof the Corporation's qualification as a REIT under the REIT Provisions of the\nCode.\n\n                          (m)     If any provision of this Section 7.4 or any\napplication of any such provision is determined to be invalid by any federal or\nstate court having jurisdiction over the issue, the validity of the remaining\nprovisions of this Section 7.4 shall not be affected and other application of\nthis provision shall be affected only to the extent necessary to comply with\nthe determination of such court.  To the extent this Section 7.4 may be\ninconsistent with any other provision of this Charter, Section 7.4 shall be\ncontrolling.\n\n\n                                 ARTICLE VIII\n                       LIMITATION OF PREEMPTIVE RIGHTS\n\n                 No stockholder of the Corporation shall have any preferential\nor preemptive right to acquire additional shares of stock of the Corporation of\nthe same or any other class of stock except to the extent that, and on such\nterms as, the Board of Directors from time to time may determine.\n\n                                  ARTICLE IX\n                                  AMENDMENTS\n\n                 SECTION 9.1               Notwithstanding any of the\nprovisions of these Articles or the Bylaws of the Corporation (and\nnotwithstanding the fact that a lesser percentage may be specified by law,\nthese Articles or the Bylaws of the Corporation) the affirmative vote of the\nholders of at least ninety percent (90%) of the 'voting stock' of the\nCorporation, voting together as a single class, shall be required to repeal or\namend any provision inconsistent with Section 6.3 of Article VI, Section 7.4 of\nArticle VII, Article IX or Article XI.\n\n\n\n\n\n                                      8\n\n\n                 SECTION 9.2               The Corporation reserves the right\nfrom time to time to amend, alter or repeal any provision contained in this\nCharter (including the contracts rights, as expressly set forth in the Charter,\nof any outstanding stock) in the manner now or hereafter prescribed by statute,\nand all rights conferred on shareholders herein are subject to this\nreservation.\n\n                 SECTION 9.3               Notwithstanding any of the\nprovisions of this Charter or the Bylaws of the Corporation (and\nnotwithstanding the fact that a lesser percentage may be specified by law, this\nCharter or the Bylaws of the Corporation), the board of directors shall have\nthe sole and exclusive right and power to alter, amend, or repeal the Bylaws of\nthe Corporation.\n\n                 SECTION 9.4               For purposes of this Article IX,\n'voting stock' shall mean any share of stock of the Corporation that is\notherwise entitled generally to vote on matters submitted to the shareholders\nfor a vote; but excludes shares of stock of a class that is only entitled to\nvote for certain members of the Board of Directors.\n\n                                  ARTICLE X\n                             PERPETUAL EXISTENCE\n\n      The period of the existence of the Corporation is to be perpetual.\n\n                                   ARTICLE XI\n                        LIMITATION ON PERSONAL LIABILITY\n                   OF DIRECTORS AND OFFICERS; INDEMNIFICATION\n\n                 SECTION 11.1     Limitation of Liability.  To the maximum\nextent that the Maryland law in effect from time to time permits limitation of\nliability of directors and officers, no director or officer of the Corporation\nshall be liable to the Corporation or its stockholders for money damages.\nNeither the amendment nor repeal of this Article XI, nor the adoption or\namendment of any other provision of the Charter or Bylaws inconsistent with\nthis Article XI, shall apply to or affect in any respect the applicability of\nthe preceding sentence with respect to any act or failure to act which occurred\nprior to such amendment, repeal or adoption.\n\n                 SECTION 11.2     Indemnification.          The Corporation\nshall have the power to obligate itself to indemnify, and to pay or reimburse\nexpenses in advance of a final determination of a proceeding to, directors,\nofficers, employees and agents of the Corporation to the fullest extent\npermitted by the law of the State of Maryland and to purchase and maintain\nliability insurance, or make other arrangements for such obligations or\notherwise, to the extent permitted by the law of the State of Maryland, whether\nor not the Corporation would have the power to indemnify against liability\nunder such law.\n\n\n\n\n\n                                      9\n\n                 IN WITNESS WHEREOF, I have signed these Articles of\nIncorporation and acknowledge the same to be my act on this 30th day of March,\n1994.\n\n\n                                                              -----------------\n                                                              John W. McRoberts\n\n\n\n\n\n                                      10\n\n\n                                                                                        \n- ------------------------------------------------------------------------------------------------------------------------------------\nSTATE OF MARYLAND                                                                             Department of Assessments and Taxation\nWILLIAM DONALD SCHAEFER\nGovernor                                                        (LOGO)                                              CHARTER DIVISION\nLLOYD W. JONES                                                                                                              Room 809\nDirector                                                                                                     301 West Preston Street\nPAUL B. ANDERSON                                                                                           Baltimore, Maryland 21201\nAdministrator                                                                                                                       \n- ------------------------------------------------------------------------------------------------------------------------------------\n\nDOCUMENT CODE  023.J.                              BUSINESS CODE   03                                     COUNTY    74\n              --------                                            ----                                             ----\n#__________               _____ P.A.               _____ Religious           _____ Close        X   Stock             _____ Nonstock\n                                                                                              -----                              \n                                                                                                                       \nMerging                                                                      Surviving\n(Transferor)                                                                 Transferee)                                            \n             _______________________________________________________                    ____________________________________________\n____________________________________________________________________         _______________________________________________________\n____________________________________________________________________         _______________________________________________________\n____________________________________________________________________         _______________________________________________________\n\nCODE     AMOUNT           FEE REMITTED\n- ----     ------           ------------\n10         50             Expedited Fee                                      (New Name)_____________________________________________\n         ------                                                              _______________________________________________________\n20         20             Organ. &amp; Capitalization                            _______________________________________________________\n         ------                                                              \n61         20             Rec. Fee (Arts. of Inc.)                           \n         ------                                                              \n62                        Rec. Fee (Amendment)\n         ------                                                                           Change of Name                     \n63                        Rec. Fee (Merger, Consol.)                             -----                                         \n         ------                                                                           Change of Principal Office         \n64                        Rec. Fee (Transfer)                                    -----                                         \n         ------                                                                           Change of Resident Agent           \n65                        Rec. Fee (Dissolution)                                 -----                                         \n         ------                                                                           Change of Resident Agent Address   \n66                        Rec. Fee (Revival)                                     -----                                         \n         ------                                                                           Resignation of Resident Agent      \n52                        Foreign Qualification                                  -----                                         \n         ------                                                                           Designation of Resident Agent and  \n50                        Cert. of Qual. or Reg.                                          Resident Agent's Address           \n         ------                                                                  -----                                         \n51                        Foreign Name Registration                                       Other Change ____________________   \n         ------                                                                  -----                                         \n13         16               1   Certified Copy of Certificate of Incorporation            _________________________________   \n         ------           -----                                                           \n56                        Penalty                                                         \n         ------                                                                           \n54                        For. Supplemental Cert.                                         \n         ------                                                                           \n53                        Foreign Resolution                                              \n         ------                                                                           \n73                        Certificate of Conveyance                                                                               \n         ------           ___________________________________________________                         \n                          ___________________________________________________\n                          ___________________________________________________\n75                        Special Fee\n         ------                      \n80                        For. Limited Partnership\n         ------                                   \n83                        Cert. Limited Partnership                                  CODE  007 \n         ------                                                                           -----\n84                        Amendment to Limited Partnership\n         ------                                           \n85                        Termination of Limited Partnership\n         ------                                             \n21                        Recordation Tax\n         ------                          \n22                        State Transfer Tax                                         ATTENTION: ____________________________________\n         ------                                                                      _______________________________________________\n23                        Local Transfer Tax                                         _______________________________________________\n         ------                                                                      \n31                        ______  Corp. Good Standing\n         ------\nNA                        Foreign Corp. Registration\n         ------                                     \n87                        ______ Limited Part. Good Standing\n         ------           \n71                        Financial\n         ------                    \n600                       _________________________ Personal Property Reports\n         ------           and _____________________ late filing penalties\n\n70                        Change of P.O., R.A. or R.A.A.                             MAIL TO ADDRESS: ______________________________\n         ------                                                                      _______________________________________________\n91                        Amend\/Cancellation, For. Limited Part.                     _______________________________________________\n         ------                                                                      \n99                        Art. of Organization (LLC)                                 \n         ------                                                                      \n98                        LLC Amend, Diss, Continuation\n         ------                                        \n97                        LLC Cancellation\n         ------                           \n\n\n\n                                               \n                                              \n                                               \n                                              \n                                               \n                                              \n                                               \n                                              \n                                               \n                                              \n                                               \n                                              \n                                               \n                                              \n                                              _\n                                              \n                                              _\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9573,9575],"class_list":["post-41407","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41407","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41407"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41407"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41407"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41407"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}