REC 2-73 PAGE 695
FIRST. The name of this corporation is AMERICAN MASSAGE & THERAPY ASSOCIATION.
SECOND. Its principal office or place of business in the State of Delaware is to be located at 900 Market Street, in the City of Wilmington, County of New Castle, and the resident agent in charge of said office and upon whom legal process may be served shall be CORPORATION SERVICE COMPANY, 900 Market Street, Wilmington, Delaware, 18999.
THIRD. The nature of the business and the objects and purposes to be transacted, promoted and carried on, are to do any and all of the things herein set forth as fully and to the same extent as natural persons might or could do, and in any part of the world, viz.:
To advance the science of massage therapy, physical therapy and related techniques; to raise the standards of those professions so as to merit the respect and confidence of all people and benefit mankind; to foster a spirit of cooperation and exchange of ideas and techniques among its members; to promote all legislation that is not detrimental to the members of the association; and to carry on any other activity in connection therewith.
IN FURTHERANCE AND NOT IN LIMITATION of the privileges of this corporation it shall be lawful to purchase or acquire in any lawful manner, and to hold, own, mortgage, pledge, sell, lease, transfer, or in any manner dispose of, and to deal and trade in real estate, goods, wares, merchandise and property of any and every class and description, and in any part of the world.
To conduct its operations in any of the states, territories, colonies or dependencies of the United States, and in the District of Columbia, and in any and all foreign countries; to have one or more offices therein, and therein to hold, purchase, mortgage and convey real and personal property without limit as to amount, and therein to hold the meetings of the incorporators, Members, and Directors of this corporation.
To do any and all of the things herein set forth to the same extent as natural persons might or could do and in any part of the world, as principals, agents, contractors, trustees or otherwise, and either alone or in company with others.
FOURTH. This corporation shall not be for profit nor shall it have any capital stock. Conditions of membership shall be stated in the bylaws.
FIFTH. The names and places of residence of the incorporators are as follows:
REC. 2-73 PAGE 696
S. L. Mackey Wilmington, Delaware
K. D. Rau Wilmington, Delaware
H. Kennedy Wilmington, Delaware
SIXTH. The existence of this corporation is to be perpetual.
SEVENTH. The private property of the incorporators, members, directors and officers shall not be subject to the payment of corporate debts to any extent whatever.
EIGHTH. The board of directors shall have power to make and to alter or amend the by-laws, and to authorize and cause to be executed bonds, mortgages and liens without limit as to amount upon this property and franchises of this corporation.
The by-laws shall determine whether and to what extent the accounts and books of this corporation, or any of them, shall be open to inspection.
The directors shall have power by a resolution passed by a majority vote of the whole board, under suitable provision of the by-laws, to designate two or more of their number to constitute an executive committee, which committee shall for the time being, as provided in such resolution or in the by-laws, have and exercise any and all powers of the board of directors which may lawfully be delegated in the management of the business and affairs of the corporation, and shall have power to authorize the seal of said corporation to be affixed to all papers which may require it.
This corporation reserves the right to amend, alter, change, or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by the statutes of the State of Delaware, and all rights conferred on officers, directors and members herein are granted subject to this reservation.
WE, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make and file this certificate, and do certify that the facts herein stated are true: and we have accordingly hereunto set our respective hands and seals.
Dated at Wilmington, Delaware, this twelfth day of September, 1960.
In the presence of:
ROSE H. O’NEAL, S. L. MACKEY,
K. D. RAU, H. KENNEDY
REC. 2 Page 697
BE IT REMEMBERED, That on this twelfth day of September, A.D. 1960, personally appeared before me, the subscriber, a notary public for the State and County aforesaid, S. L. Mackey, K. D. Rau and H. Kennedy, all the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be their act and deed, and that the facts therein stated are truly set forth.
GIVEN under my hand and seal the day and year aforesaid.
Rose H. O’Neal, Notary Public
State of Delaware, Term Two Years, Appoint June 15, 1959
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
AMERICAN MASSAGE & THERAPY ASSOCIATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of AMERICAN MASSAGE & THERAPY ASSOCIATION resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "first" so that, as amended said Article shall be read as follows: "AMERICAN MASSAGE THERAPY ASSOCIATION"
SECOND: That thereafter pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.
IN WITNESS WHEREOF, said AMERICAN MASSAGE & THERAPY ASSOCIATION has caused its corporate seal to be hereunto affixed and this certificate to be signed by Pierrette M. Plouffe its President, and James C. Bowling, its Secretary, this 19th day of January, 1984.
SIGNED BY Pierrette M. Plouffe, President; James C. Bowling, Secretary