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- S-4 Registration of securities issued in business combination transactions
- 2.1 Merger Agreement Dated As of October 11, 2005
- 3.1 Certificate of Formation of Team Health Holdings, L.L.C.
- 3.2 Amended and Restated Limited Liability Agreement
- 3.3 Certificate of the Merger of Team Health Holdings LLC and Ensemble Acquisition
- 3.4 Certificate of Formation of Team Finance LLC
- 3.5 Limited Liability Company Agreement of Team Finance L.L.C.
- 3.6 Certificate of Incorporation of Health Finance Corporation
- 3.7 By-laws of Health Finance Corporation
- 3.8 Articles of Incorporation of Team Health Inc., As Amended
- 3.9 By-laws of Team Health Inc.
- 3.10 Articles of Incorporation of Access Nurse PM, Inc.
- 3.11 By-laws of Access Nurse PM, Inc.
- 3.12 Certificate of Incorporation of American Clinical Resources, Inc.
- 3.13 By-laws of American Clinical Resources, Inc.
- 3.14 Articles of Incorporation of after Hours Pediatrics, Inc.
- 3.15 By-laws of after Hours Pediatrics, Inc.
- 3.16 Amended and Restated Articles of Incorporation of Charles L. Springfield, Inc.
- 3.17 By-laws of Charles L. Springfield, Inc.
- 3.18 Charter of Clinic Management Services, Inc., As Amended
- 3.19 By-laws of Clinic Management Services, Inc.
- 3.20 Articles of Incorporation of Correctional Healthcare Advantage, Inc.
- 3.21 By-laws of Correctional Healthcare Advantage, Inc.
- 3.22 Articles of Incorporation of Daniel & Yeager, Inc.
- 3.23 By-laws of Daniel & Yeager, Inc.
- 3.24 Articles of Incorporation of DRS. Sheer, Ahearn & Associates, Inc.
- 3.25 Amended and Restated By-laws of DRS. Sheer, Ahearn & Associates, Inc.
- 3.26 Charter of Emergency Coverage Corporation, As Amended
- 3.27 By-laws of Emergency Coverage Corporation, As Amended
- 3.28 Restated Certificate of Incorporation of Emergency Physician Associates, Inc.
- 3.29 By-laws of Emergency Physician Associates, Inc.
- 3.30 Articles of Incorporation of Emergency Professional Services, Inc., As Amended
- 3.31 Code of Regulations of Emergency Professional Services, Inc., As Amended
- 3.32 Charter of Erie Shores Emergency Physicians, Inc.
- 3.33 By-laws of Erie Shores Emergency Physicians, Inc.
- 3.34 Certificate of Non Filing of Fischermangold
- 3.35 By-laws of Fischermangold
- 3.36 Certificate of Incorporation of Greenbrier Emergency Physicians, Inc.
- 3.37 By-laws of Greenbrier Emergency Physicians, Inc.
- 3.38 Certificate of Incorporation of Health Care Alliance, Inc.
- 3.39 By-laws of Health Care Alliance, Inc.
- 3.40 Articles of Organization of Healthcare Revenue Recovery Group, LLC
- 3.41 Operating Agreement of Healthcare Revenue Recovery Group, LLC
- 3.42 Articles of Incorporation of Herschel Fischer, Inc.
- 3.43 By-laws of Herschel Fischer, Inc.
- 3.44 Articles of Organization of Hospital Medicine Associates, LLC
- 3.45 Limited Liability Company Agreement of Hospital Medicine Associates, LLC
- 3.46 Articles of Incorporation of Imbs, Inc.
- 3.47 By-laws of Imbs, Inc.
- 3.48 Articles of Incorporation of Inphynet Contracting Services, Inc., As Amended
- 3.49 By-laws of Inphynet Contracting Services, Inc.
- 3.50 Articles of Incorporation of Inphynet South Broward, Inc., As Amended
- 3.51 By-laws of Inphynet South Broward, Inc.
- 3.52 Articles of Incorporation of Karl G. Mangold, Inc.
- 3.53 By-laws of Karl G. Mangold, Inc.
- 3.54 Certificate of Incorporation of Kelly Medical Services Corporation, As Amended
- 3.55 By-laws of Kelly Medical Services Corporation
- 3.56 Articles of Incorporation of Medical Management Resources, Inc., As Amended
- 3.57 By-laws of Medical Management Resources, Inc.
- 3.58 Certificate of Incorporation of Medical Services, Inc.
- 3.59 By-laws of Medical Services, Inc.
- 3.60 Certificate of Incorporation of Metroamerican Radiology, Inc., As Amended
- 3.61 By-laws of Metroamerican Radiology, Inc.
- 3.62 Certificate of Non-filing of MT. Diablo Emergency Physicians
- 3.63 Partnership Agreement of MT. Diablo Emergency Physicians
- 3.64 Certificate of Incorporation of Northwest Emergency Physicians, Incorporated
- 3.65 By-laws of Northwest Emergency Physicians, Incorporated
- 3.66 Certificate of Incorporation of Northwest Hospital Medicine Physicians, Inc.
- 3.67 By-laws of Northwest Hospital Medicine Physicians, Inc.
- 3.68 Articles of Incorporation of Paragon Contracting Services, Inc.
- 3.69 By-laws of Paragon Contracting Services, Inc.
- 3.70 Certificate of Limited Partnership of Paragon Healthcare Limited Partnership
- 3.71 Articles of Incorporation of Physician Integration Consulting Services, Inc.
- 3.72 By-laws of Physician Integration Consulting Services, Inc.
- 3.73 Articles of Incorporation of Quantum Plus, Inc.
- 3.74 By-laws of Quantum Plus, Inc.
- 3.75 Certificate of Incorporation of Spectrum Cruise Care, Inc.
- 3.76 By-laws of Spectrum Cruise Care, Inc.
- 3.77 Certificate of Incorporation of Spectrum Healthcare Resources of Delaware, Inc.
- 3.78 By-laws of Spectrum Healthcare Resources of Delaware, Inc.
- 3.79 Certificate of Incorporation of Spectrum Healthcare Resources, Inc.
- 3.80 By-laws of Spectrum Healthcare Resources, Inc.
- 3.81 Certificate of Incorporation of Spectrum Healthcare Services, Inc.
- 3.82 By-laws of Spectrum Healthcare Services, Inc.
- 3.83 Certificate of Incorporation of Spectrum Healthcare, Inc.
- 3.84 By-laws of Spectrum Healthcare, Inc.
- 3.85 Certificate of Incorporation of Spectrum Primary Care of Delaware, Inc.
- 3.86 By-laws of Spectrum Primary Care of Delaware, Inc.
- 3.87 Certificate of Incorporation of Spectrum Primary Care, Inc., As Amended
- 3.88 By-laws of Spectrum Primary Care, Inc.
- 3.89 Charter of Southeastern Emergency Physicians of Memphis, Inc., As Amended
- 3.90 By-laws of Southeastern Emergency Physicians of Memphis, Inc.
- 3.91 Charter of Southeastern Emergency Physicians, Inc., As Amended
- 3.92 By-laws of Southeastern Emergency Physicians, Inc.
- 3.93 Certificate of Incorporation of Southeastern Physician Associates, Inc.
- 3.94 By-laws of Southeastern Physician Associates, Inc.
- 3.95 Certificate of Incorporation of Team Anesthesia, Inc.
- 3.96 By-laws of Team Anesthesia, Inc.
- 3.97 Certificate of Incorporation of Team Health Anesthesia Management Services, Inc.
- 3.98 By-laws of Team Health Anesthesia Management Services, Inc., As Amended
- 3.99 Certificate of Limited Partnership of Team Health Billing Services, LP
- 3.100 Certificate of Incorporation of Team Health Financial Services, Inc.
- 3.101 By-laws of Team Health Financial Services, Inc.
- 3.102 Certificate of Incorporation of Team Radiology, Inc.
- 3.103 By-laws of Team Radiology, Inc.
- 3.104 Certificate of Formation of TH Contracting Midwest, LLC
- 3.105 Limited Liability Company Agreement of TH Contracting Midwest, LLC
- 3.106 Certificate of Formation of TH Contracting Services of Missouri, LLC
- 3.107 Limited Liability Company Agreement of TH Contracting Services of Missouri, LLC
- 3.108 Articles of Incorporation of the Emergency Associates for Medicine, Inc.
- 3.109 By-laws of the Emergency Associates for Medicine, Inc.
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.1 Credit Agreement
- 10.2 Form of Equity Deferred Compensation Plan of Team Health, Inc.
- 10.3 Trust Agreement
- 10.4 Sheer, Ahearn & Associates Plan Provision Nonqualified Excess Deferral Plan
- 10.5 Amendment and Restatement of Deferred Compensation Plan
- 10.6 Lease Agreement Dated August 27, 1992
- 10.7 Lease Agreement Dated August 27, 1999
- 10.8 Form of Employment Agreement for Messrs. Sherlin, Joyner and Jones
- 10.9 Team Health, Inc. Non-qualified Supplemental Executive Retirement Plan
- 10.10 Team Health, Inc. 2005 Long-term Incentive Plan
- 10.11 Employment Agreement Between Team Health, Inc and Gregory S. Roth
- 10.12 Amended and Restated Transaction and Monitoring Fee Agreement
- 10.13 Employment Agreement Between Team Health, Inc and DR. Massingale
- 12.1 Computation of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.2 Consent of Ernst & Young LLP
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
EXHIBIT 3.22
STATE OF ALABAMA
ss.
MADISON COUNTY
ARTICLES OF INCORPORATION
OF
DANIEL & YEAGER, INC.
KNOW ALL MEN BY THESE PRESENTS,
That I, Samuel C. Yeager, the undersigned incorporator, for the purpose of forming a business corporation pursuant to the provisions of Title 10, Chapter 2A, Code of Alabama (3975), as amended (“Alabama Business Corporation Act”), do hereby adopt these Articles of Incorporation, the same to constitute a charter for carrying on the business hereinafter specified.
ARTICLE I
NAME OF CORPORATION
The name of the corporation shall be Daniel & Yeager, Inc.
ARTICLE II
PURPOSES
The nature of the business and the purposes for which the corporation is formed shall be as follows:
(1) To provide support and personnel services and locum tenens services in the medical field, and to provide an perform all related services thereto.
(2) To do all things necessary, desirable, or expedient in the operation, management, and conduct of the business.
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(3) To transact all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation shall be 7220 Governors Drive, W., Huntsville, Alabama 35806, and the initial registered agent at such address shall be Samuel C. Yeager.
ARTICLE IV
DURATION
The duration of the corporation shall be perpetual unless the corporation is dissolved by law or otherwise terminated.
ARTICLE V
SHARES
The corporation shall be authorized to issue 1,000 common shares having a par value of $1.00 each.
ARTICLE VI
INCORPORATOR AND DIRECTORS
(1) INCORPORATOR: The name and address of the incorporator is as follows:
NAME | ADDRESS | |
Samuel C. Yeager | Huntsville, Alabama |
(2) DIRECTORS: The initial board of directors shall consist of four (4) directors. 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 as follows:
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NAME | ADDRESS | |
Samuel C. Yeager | 7220 Governors Drive, S.W. | |
Huntsville, Alabama 35806 | ||
Charles F. Daniel, Jr. | 933 Meadow Lane | |
Henderson, South Carolina 27536 | ||
Timothy L. Yeager | 563 Pettus Road | |
Madison, Alabama 35758 | ||
John S. Daniel | 2421 Inverloch Circle | |
Dulth, Georgia 30136 |
ARTICLE VII
REGULATORY PROVISIONS
(1) VOTING: At any meetings of the shareholders of the corporation, the shareholders of record shall be entitled to one vote for each share standing in his name. Shares may be voted by the shareholders either in person or by proxy.
(2) PRE-EMPTIVE RIGHTS: Each shareholder shall have a pre-emptive right to purchase additional or treasury shares of the corporation under the Alabama Business Corporation Act.
(3) MANAGEMENT: The business and affairs of the corporation shall be under the management of a board of directors to consist initially of four (4) persons, and such number thereafter as may be fixed by the bylaws.
(4) SHARES NONASSESSABLE: The shares of the corporation, when fully paid for in accordance with the subscription therefor, shall be fully paid and nonassessable, and in no case shall any shareholder be liable other than for the unpaid shares subscribed for by him.
(5) LIEN ON SHARES: The corporation shall have a lien on the shares of a shareholder for any debt or liability owed to it by him before a notice of transfer or levy on such shares is received by the corporation. The corporation shall have the rights with respect to the lien conferred by the laws of the State of Alabama.
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(6) AMENDMENTS: The corporation reserves the right to amend or repeal any provision of these Articles of Incorporation in the manner provided by law; and all rights conferred upon the officers, directors, and shareholders of the corporation are granted subject to this reservation.
(7) BYLAWS: The initial bylaws of the corporation shall be adopted by the shareholders. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors: provided, however, that a majority of the shareholders may alter or amend such bylaws at any meeting of the shareholders called for that purpose.
IN WITNESS WHEREOF, I, the said incorporator, have hereunto set my hand on this 25 day of October, 1989.
/s/ Samuel C. Yeager |
Samuel C. Yeager |
THIS INSTRUMENT PREPARED BY | ||
BRADLEY, ARANT, ROSE & WHITE | ||
By: | Scott E. Ludwig | |
223 East Side Square | ||
Huntsville, Alabama 35801 | ||
Telephone (205) 533-5040 |