ammumumxxs OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION BUSINESS COR PCRATICN - 1. JOYCE HAZELTIRE, Secretary of State of the State of South Dakota, hereby certify that the Articles of Incorporation of COMPASS CARE. INC. duly signed and verified. pursuant to the provisions of the South Dakota Business Corporation Act. have been received in this office and are found to conform to law. ACCORDINGLY and oy virtue of the authority vested in me by law, I hereby issue this Certificate of IncorpOration and attach hereto a duplicate or the Articles of Incorporation of COMPASS cnRE. INC. IN TESTIMONY HHEREOF, I have hereunto set my hand and affixed the Great Seal of the State of South Dakota. at Pierre. the Caoital. this Dec er 20. 1996. JOYCE HAZELTINE Secretary of Sta myARTICLES OF INCORPORATION I ., 19% or Hr. compass cane, mo sf' Executed by the undersigned for the purpose of forming a ?South Dakota corporation under SDCL 47-2 of the South Dakoca Business Corporation Act. ARTICLE I The name of the corporation CARE. INC. ARTICLE II I The period of existence of the corporation is perpetual. ARTICLE The purpose or purposes for which the corporation is Organized are to provide comfortable homes for the elderly. as well as others in need of attentive care. and to provide consulting services to such organizations wishing to provide the same. and to engage in any business incidental or related thereto. and such other business activities as shall be con- sidered desirable by the directors, and to make and execute any and all agreements for the purposes outlined, including agreements'for borrowing money. to construct, own. purchase. maintain..operate, sell, lease. or dispose of real and per- sonal property.which may be necessary or advisable for the carrying on of the business of the corporation;-to buy. sell. trade. deal and/or dispose of real estate, stocks. bonds, mortgages, notes. debentures. other types of securities? including those of its own; to do all other things subsid- iary. necessary, or contingent for carrying out and into effect the main purposes of the corporation; and any and all other lawful purposes for which corporations may be incorpo- rated under this act. ARTICLE IV The amount of capital stock of the corporation shall be $50,000.00. and the aggregate number of shares which the cor? poration shall be authorized to issue is 500,000 shares of common stock of the par value of per share. ARTICLE V- The corporation shall not commence business until at least 51.000.00 has been received by it as consideration for the issuance of shares. ARTICLE VI The street address of the registered office of the corporation is 513 South Main Avenue, P.0. Box 1030. Sioux Falls. South Dakota 57101-1030. and the name of its regis- tered agent a: such address is Richard A. Cutler. ARTICLE VII The number of direCtors constituting.the initial board is three. and the names and addresses of the persons who,are to serve as such direcnors until the first annual meeting of shareholders or until their succeSSOIS are eleCted and shall qualify. are: - Name Address Paul Erickson 1425 South Eads Street Suite 1206 Arlington. VA 22202 Duncan Monongall 3 Longview Lane - North oaks. MN 55127 Deborah Schuna 8755 126th Street North Hugo. MN 55033 ARTICLE The names and addresses of the incorporators are: Em hostess Paul Erickson 1425 South Eads Street Suite 1206 Arlington. VA 22202 Duncan McDougall 3 Longview Lane North Oaks, MN 55127 Deborah Stnuna I 3755 126th Street North Hugo, MN 55038 These Articles may_be amended in the manner authorized by law at the time of amendment. :q .595: Ef?gfa: EXECUTED in duplicate this ?day of December 1996. QM Pa 1 Erickson "99?ah Schuna STATE 0? SOUTH DAKOTA COUNTY OF MINNEHAHA On this. the.?: day of December. 1995. before me. the undersigned officer, personally appeared Paul Erickson. known to me or satisfaCtorily proven to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF. I hereunto set my hand and official sea - . - JAcouELm A. HARMS . . . a: . . -. . @smnnuunnu -.. Notary Public, South Dakota 'My Commission expires: STATE OF MINNESOTA) 83 com OF Ramsey .On this. the day of December. 1996, before me. the undersigned officer, personally appeared Duncan McDougall, known to me Or satisfactorily proven to be the person whose name is sub- scribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. 1 ?If: I L. IN WITNESS WHERECF. I-hereunto set my hand and official seal._ mam r?x?MMJ?i?? C: s} -ui:o I Iarmm- mu Notary Public. ?our/wow!? My Comission expzres: [cu Rood STATE OF MINNESOTA) c:S COUNTY OF 3 On this, the 2 day of December. 1996, before me; the undersigned officer, personally appeared Deborah Schuna. known to me or satisfaCtorily proven to be the person whose name is subscribed to the within inscrument and acknowledged that she executed the same for the purposes therein contained. IN WITNESS I hereunto, set my hand and officdal seal. *4 Wemq' 71/97/24. J) umwunnununesnn i . mandamus-annzm Notary Public. I My Commission expires: J94 35,1000 CONSENT 0F APPOINTMENT BY REGISTERED AGENT 1, Richard A. Cutler, hereby give my consent to serve as the registered agent for Compass Care. Inc. 0 ichard A. Cutler, Registered Agent Dated December 3:996. Rece1ot Noz, .. l" IJBU FiIe Number: 080379?? ART OF INC For COMPASS CARE, INC. Fi}e at the reques: cf: DAVENPORT EVANS HURWITZ SMITH RICHARD A CUTLER PO BOX 1030 SIOUX FALLS SD 57101 STAYE OF SOUTH DAKOTA 55. OFFICE OF THE SECRETARY OF STATE Filed 1n the off1ce of Secretary of State on Date December 20, 1995 .Jc:)rcne- rta;zeal Secretary of State Fee Rec1eved sec 500,000 a 3.10 308 CRP 491 10/93 SERTIFICATE OF AMENDMENT .- #0 'eigg??! I, JOYCE: Secretary of State of the State of South Dakota. hereby certify that duplicate of the Articles of Amendmet to the Articles of Incorporation of cor-mass 43F: CARE, INC. duly signed and verified pursuant to the ill-39' - provisions of the South Dakota Corporation Acts, have been sire received in this office and are found to conform to law. :32, ?1 ,h . ACCORDINGLY and by virtue of the authority vested in me by law, I hereby issue this Certificate of Amendment to the 'qmll?: Articles of Incorporation and attach hereto a duplicate of ?can: the Articles of Amendment of COMPASS CARE, INC. ..-I we age 3.1? IN HHEREOF, I have hereunto set my hand and affixed the Great Seal. of the State of South Dakota, .333; at Pierre, the Capital, this January 20. a new? ?7al? ugh!!- JOYCE HAZELTINE u?b Secretary of State '{dgg .3 16 1993 TICLES or AMENDMENT TO THE - 83. SE. OFSTATI ARTICLES OF INCORPORATION .. or 1659. compass CARE use Q4, -. :55 - Jessa am Pursuant jo the prmisions of SDCL 47?- ?1 -.9 the undersigned corporation ag?pg the follhwing Anitles of Amendment to its Articles of Incorporation WEE FIRST: The name of the corporation is COMPASS CARE. INC. SECOND: The following amendment or the Articles of Incorporation was adopted by the shareholders of the corporation on December 29. 199?. in the manner prescribed by the South Dakota Business Corporation Act. Article IV of Its Articles of Incorporation is hereby amended to read as follows: ARTICLE. IV The mount of capital stock of the corporation shall be 550000.00. and the aggregate number of shares which the corporation shall be authorized to issue is 20.000.000 shares of common capital stock of the par value of 50.0025 per share. THIRD: The number of shares of the corporation outstanding at the time of such adoption was 15.000. and the number of shares entitled to vote thereon was 15.000. FOURTH: The designation and number of outstanding shares of c" ch class entitled to vote thereon as a class were as follows: Number of Shares Class F_or_ Against Common 15 .000 0 FIFTH: The number of shares voted for such amendment was 15.000. and the number of shares voted against such amendment was zero. The number of shares of each class entitled to vote thereon as a class voted for and against such amendment. respectively. was: 8 . 8 ?it" 3: H?t'h. 2 dilated-M 2 I 1 Z, 8 Number of Shares Clasg Egg against Common 15.000 0 SIXTH: The mantter. if not set forth in such amendment. in which any exchange. reclassi?cation or cancellation of issued shares provided for in the amendment shall be effected. ?5 as follows: The current holders of stock will exchange their current stock. having a par value of $0.10 per share. for stock of equal total value having a par value of 50.0025 per share. SEVENTH: The manner in which such amendment effects a'change in the amount of stated capital. and the amount of stated capital changed by such amendment is as follows: No change. Dated this BE day of January. 1998. President and all/9% Its Secretary STATE OF SOUTH DAKOTA SS COUNTY or .i -. On this. the day of January. 1998. before me. the undersigned of?cer. personally appeared PAUL ERICKSON. who acknowledged himself to be the President and Secretary of Compass Care. inc.. a corporation. and that he. as such President and. Secretary being audiorized so to do. executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as President and Secretary. IN WITNESS WHEREOF. I hereunto set my hand and official seal. 3.. . 4:495 Notary Public. Lira-2'. Lineup?, My Commission Expires: 43/20 ##67rgg - 7? Foe-cup: ?.14111'? '2 :1 Humoe': AMENDUERT F0: COMPASS CARE. INC. r132 at the recues? CUTLER DONAHOE 8; HICKELSON STEVEN SARBACKEH [00 NORTH AVE STE 9131 810151. FALLS 5-7104; THE OF STATE rr'ec an the e?f=se a? Secretary of Siate on Joyce Haze-J L- ne Secre:ery 0? State Fee ?eczeved $20. $53 FEE 505 cap 491 10f93