Exhibit 3.142 |
State of Missouri . . . Office of Secretary of State JAMES C. KIRKPATRICK, Secretary of State |
Articles of Incorporation
(To be submitted in duplicate by an attorney or an incorporator)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65102
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65102
The undersigned natural person (s) of the age of eighteen years or more for the purpose of forming a corporation under The General and Business Corporation Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: Research Business Group, Inc.
ARTICLE TWO
The address, including street and number, if any, of the corporation’s initial registered office in this state is:2300 E. Meyer Blvd., Kansas City, Mo. 64132 and the name of its initial agent at such address is: A. Alan Transue
ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:
$30,000 authorized capital
30,000 shares at $1.00 par value
30,000 shares at $1.00 par value
The preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, if any, in respect of the shares of each class are as follows:
None
None
FILED AND CERTIFICATE OF INCORPORATION ISSUED | ||
SEP 12 1983 | ||
James C. Kirkpatrick |
ARTICLE FOUR
The extent, if any, to which the preemptive right of a shareholder to acquire additional shares is limited or denied.
None
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name | Street | City |
Larry J. Bingham | 2800 Commerce Tower | Kansas City, Mo. 64105 |
ARTICLE SIX
(Designate which and complete the applicable paragraph)
(Designate which and complete the applicable paragraph)
o The number of directors to constitute the first board of directors is . Thereafter the number of directors shall be fixed by, or in the manner provided in the bylaws. Any changes in the number will be reported to the Secretary of State within thirty calendar days of such change.
or
þ The number of directors to constitute the board of directors is twelve. (The number of directors to constitute the board of directors must be stated herein if there are to be less than three directors. The persons to constitute the first board of directors may, but need not, be named).
Kenneth L. Brown | A. T. Hancock | |
Peter C. Barnes | Tom D. Harmon | |
James A. Breteell | Stephen A. Melcher | |
Martin L. Crow, M.D. | Henry Nottberg, Jr. | |
Thompson S. Dent | Harry B. Overesch, M.D. | |
E. Wynn Presson | Doyle Patterson |
ARTICLE SEVEN
The duration of the corporation is Perpetual
STATE OF MISSOURI | ss. | |
COUNTY OF JACKSON |
I, the undersigned, a notary public, do hereby certify that on the 31st day of August, 1983, personally appeared before me, Larry J. Bingham , who being by me first duly sworn, (severally) declared that he is (they are) the person (s) who signed the foregoing document as incorporator(s), and that the statements therein contained are true.
/s/ Paula A. [ILLEGIBLE] | ||||
My commission expires 7-15-84, 19 .
PAULA A. [ILLEGIBLE] | ||
Notary Public — State of Missouri | ||
Commissioned in Jackson County | ||
My Commission Expires July 15, 1984 |
FILED AND CERTIFICATE OF | ||
INCORPORATION ISSUED | ||
SEP 12 1983 | ||
James C. Kirkpatrick |
Corp No. 41
ARTICLE EIGHT
The corporation is formed for the following purposes:
Primarily, to purchase, own, and hold the stock of other corporations engaged in the businesses related to health care, and to do every act and thing covered generally by the denomination “holding company,” and especially to direct the operations of other corporations through the ownership of stock therein; and to conduct any other and all business for which corporations may be organized under the laws of the State of Missouri.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 31st day of August, 1983.
/s/ Larry J. Bingham | ||||
No. 00255963
STATE of MISSOURI JAMES C. KIRKPATRICK, Secretary of State | ||
Corporation Division |
Certificate of Amendment
WHEREAS, RESEARCH VENTURES GROUP, INC. (FORMERLY: RESEARCH BUSINESS GROUP, INC.) corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General and Business Corporation Law,
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT SEAL of the State of Missouri, at the City of Jefferson, this 19th day of December, 1983
James C. Kirkpatrick |
RECEIVED OF: RESEARCH VENTURES GROUP, INC. FIFTEEN DOLLARS Dollars, $15.00 For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. 00255963 | James C. Kirkpatrick |
CORP. 20 1/82
State of Missouri . . . Office of Secretary of State JAMES C. KIRKPATRICK, Secretary of State |
Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
(1) The present name of the Corporation is Research Business Group, Inc.
The name under which it was originally organized was Research Business Group, Inc.
(2) An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on December 6,1983.
(3) Article # One is amended to read as follows:
The name of the corporation is Research Ventures Group, Inc.
(If more than one article is to be amended or more space is needed attach fly sheet)
(4) Of the 500 shares outstanding, 500 of such shares were entitled to vote on such amendment..
The number of outstanding shares of any classentitled to vote thereon as a classwere as follows:
Number of | ||
Class | Outstanding Shares | |
Common | 500 |
(5) The number of shares voted for and against the amendment was as follows:
Class | No. Voted For | No. Voted Against | ||
Common | 500 | -0- |
(6) If the amendment changed the number or par value of authorized shares having a par value the amount in dollars of authorized shares having a par value as changed is:
N/A
If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
N/A
(7) If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:
N/A
IN WITNESS WHEREOF, the undersigned, | Thompson Dent | |
President or |
has executed this instrument and its | ||
Judith Dawson | has affixed its corporate seal hereto and attested said seal on the 12th day of | |
December, 1983. |
PLACE | ||
CORPORATE SEAL | ||
HERE | ||
(IF NO SEAL, STATE “NONE”) |
RESEARCH BUSINESS GROUP, INC. | ||||
ATTEST:
Judith Dawson | By | Thompson Dent | ||||
Judith Dawson, Asst. Secretary | Thompson Dent, President |
STATE OF MISSOURI | } | |
ss. | ||
COUNTY OF JACKSON |
I, the undersigned , a notary public, do hereby certify that on this 12thday of December, 1983, personally appeared before me Thompson S. Dent, who, being by me first duly sworn, declared that he is the President of Research Business Group, Inc. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
[ILLEGIBLE] | ||||
(NOTARIAL | ||
SEAL) |
My commission expires August 5, 1985.
FILED AND CERTIFICATE | ||
ISSUED | ||
DEC 19 1983 | ||
/s/ James C. Kirkpatrick |
Corp. 44
No. 00255963 | STATE OF MISSOURI ROY D. BLUNT, Secretary of State CORPORATION DIVISION |
Certificate of Amendment
WHEREAS, RESEARCH VENTURES GROUP, INC. a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 9th day of April, 1985.
Roy D. Blunt |
RECEIVED OF: RESEARCH VENTURES GROUP, INC. FIFTEEN DOLLARS, $15.00 For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. 00255963
Corp. #20(1-85)
STATE OF MISSOURI . . . Office of Secretary of State JAMES C. KIRKPATRICK, Secretary of State Amendment of Articles of Incorporation (To be submitted in duplicate by an attorney) |
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65102
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Research Ventures Group, Inc.
The name under which it was originally organized was Research Business Group, Inc.
2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on March 22, 1985, 19 .
Article Number Six is amended to read as follows:
The number of directors to constitute the board of directors is three.
(If more than one article is to be amended or more space is needed attach fly sheet.)
Corp. 44 (3-82)
4. | Of the 501 shares outstanding, 501 of such shares were entitled to vote on such amendment. |
The number of outstanding shares of any class entitled to vote thereon as a class were as follows: |
Class | Number of Outstanding Shares | |
Common | 501 |
5. | The number of shares voted for and against the amendment was as follows: |
Class | No. Voted For | No. Voted Against | ||
Common | 501 | -0- |
6. | If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: |
N/A
If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: |
N/A
7. | If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: |
N/A
Corp. 44 (Page 2)
IN WITNESS WHEREOF, the undersigned, | Richard W. Brown, President | |
President or |
has executed this instrument and its | ||
Judith A. Vogelsmeier, Assistant Secretary | has affixed its corporate seal hereto and attested said seal on the 27th day of | |
MARCH, 1985. |
PLACE | ||
CORPORATE SEAL | ||
HERE. | ||
(IF NO SEAL, STATE “NONE.”) |
RESEARCH VENTURES GROUP, INC. | ||||
ATTEST:
By /s/ Judith A. Vogelsmeier | /s/ Richard W. Brown | |||||
Judith A. Vogelsmeier, Asst. Secretary | Richard W. Brown, President |
State of Missouri | } | |
ss | ||
County of Jackson |
I, the undersigned, a Notary Public, do hereby certify that on this 27th day of March, 1985, personally appeared before me Richard W. Brown who, being by me first duly sworn, declared that he is the President of Research Ventures Group, Inc. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
NOTARIAL SEAL | /s/ Annette D. Hardesty | |||
My commission expires | ||
ANNETTE D. HARDESTY | ||
Notary Public — State of Missouri | ||
Commissioned in Jackson County | ||
My Commission Expires July 29, 1986 |
FILED AND CERTIFICATE | ||
ISSUED | ||
APR 9 1985 | ||
Roy D. Blunt | ||
Corporation Dept. SECRETARY OF STATE |
Corp. 44 (Page 3)
No. 00255963
STATE OF MISSOURI ROY D. BLUNT, Secretary of State CORPORATION DIVISION |
Certificate of Amendment
WHEREAS, RESEARCH VENTURES GROUP, INC. a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 26th day of March, 1987.
/s/ Roy D. Blunt |
RECEIVED OF: RESEARCH VENTURES GROUP, INC. TWENTY DOLLARS, $20.00 For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. 00255963
Corp. #20 (1-85)
STATE OF MISSOURI . . . Office of Secretary of State ROY D. BLUNT, Secretary of State Amendment of Articles of Incorporation (To be submitted in duplicate by an attorney) |
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Research Ventures Group, Inc. The name under which it was originally organized was Research Business Group, Inc.
2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on March 3, 1987.
3. Article Number Six is amended to read as follows:
“The number of directors to constitute the Board of Directors is nine (9).”
(If more than one article is to be amended or more space is needed attach fly sheet.)
Corp. 44 (1-85)
4. | Of the 502 shares outstanding, 502 of such shares were entitled to vote on such amendment. |
The number of outstanding shares of any classentitled to vote thereon as a classwere as follows: |
Class | Number of Outstanding Shares | |
Common | 502 |
5. | The number of shares voted for and against the amendment was as follows: |
Class | No. Voted For | No. Voted Against | ||
Common | 502 | -0- |
6. | If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: |
N/A
If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: |
N/A
7. | If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: |
N/A
Corp. 44 (Page 2)
IN WITNESS WHEREOF, the undersigned, | Robert S. Bonney | |
President or |
has executed this instrument and its | ||
Judith A. Vogelsmeier | has affixed its corporate seal hereto and | |
attested said seal on the 23rd day of March, 1987.
PLACE | ||
CORPORATE SEAL | ||
HERE. | ||
(IF NO SEAL, STATE “NONE.”) |
RESEARCH VENTURES GROUP, INC. | ||||
ATTEST:
/s/ Judith A. Vogelsmeier | By | /s/ Robert S. Bonney | ||||
Judith A. Vogelsmeier | Robert S. Bonney |
State of Missouri | } | |
ss | ||
County of Jackson |
I, the undersigned, a Notary Public, do hereby certify that on this 23rd day of March, 1987, personally appeared before me Robert S. Bonney who, being by me first duly sworn, declared that he is the President of Research Ventures Group, Inc. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
/s/ Paula A. Lindemood | ||
NOTARIAL SEAL | Notary Public | |
My commission expires 6-15-88 | ||
PAULA A. LINDEMOOD | ||
Notary Public - State of Missouri | ||
Commissioned in Jackson County | ||
My Commission Expires June 15, 1988. | ||
FILED AND CERTIFICATE | ||
ISSUED | ||
MAR 26 1987 | ||
/s/ Roy D. Blunt | ||
corporation Dept. SECRETARY OF STATE |
Corp. 44 (Page 3)
No. 00255963
STATE OF MISSOURI ROY D. BLUNT, Secretary of State CORPORATION DIVISION |
Certificate of Amendment
WHEREAS, RESEARCH VENTURES GROUP, INC. a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 9th day of August, 1988.
/s/ Roy D. Blunt | ||
Secretary of State |
Fee $20.00
Corp. #20 (3-87)
STATE OF MISSOURI . . . Office of Secretary of State ROY D. BLUNT, Secretary of State Amendment of Articles of Incorporation (To be submitted in duplicate by an attorney) |
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Research Ventures Group, Inc. The name under which it was originally organized was Research Business Group, Inc.
2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on July 26, 1988.
3. Article Number Six is amended to read as follows:
The number of directors to constitute the Board of Directors is five (5). |
(If more than one article is to be amended or more space is needed, attach fly sheet.)
Corp. 44 (1-85)
4. | Of the 502 shares outstanding, 502 of such shares were entitled to vote on such amendment. |
The number of outstanding shares of any class entitled to vote thereon as a class were as follows: |
Class | Number of Outstanding Shares | |
Common | 502 |
5. | The number of shares voted for and against the amendment was as follows: |
Class | No. Voted For | No. Voted Against | ||
Common | 502 | -0- |
6. | If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: |
N/A |
If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: |
N/A |
7. | If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: |
N/A |
Corp. 44 (Page 2)
IN WITNESS WHEREOF, the undersigned, | Richard W. Brown | |
President has executed this instrument and its | ||
Judith A. Vogelsmeier | has affixed its corporate seal hereto and attested said seal on the 2nd day of August, 1988. |
PLACE CORPORATE SEAL HERE. (IF NO SEAL, STATE “NONE.”) |
RESEARCH VENTURES GROUP, INC. | ||
Name of Corporation |
ATTEST:
Judith A. Vogelsmeier | By | Richard W. Brown | ||
Assistant Secretary | President | |||
Judith A. Vogelsmeier | Richard W. Brown |
State of Missouri | } | |
ss | ||
County of Jackson |
I, the undersigned, a Notary Public, do hereby certify that on this 2nd day of August, 1988, personally appeared before me Richard W. Brown who, being by me first duly sworn, declared that he is the President of Research Ventures Group, Inc. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
NOTARIAL SEAL | /s/ Beverly D. Brown | |
Notary Public |
My commission expires | ||
BEVERLY D. BROWN | ||
Notary Public — State of Missouri | ||
Commissioned in Jackson County | ||
My Commission Expires September [ILLEGIBLE] 1989 | ||
FILED AND CERTIFICATE | ||
ISSUED | ||
AUG 09 1988 | ||
/s/ Roy D. Blunt | ||
Corporation Dept. SECRETARY OF STATE |
Corp. 44 (Page 3)
No. 00255963
STATE OF MISSOURI ROY D. BLUNT, Secretary of State | ||
CORPORATION DIVISION |
Certificate of Amendment
WHEREAS, HEALTH MIDWEST VENTURES GROUP, INC. (FORMERLY: RESEARCH VENTURES GROUP, INC.)
a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing amendment of Articles of Incorporation under The General and Business Corporation Law.
a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing amendment of Articles of Incorporation under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 21st day of June, 1991.
Roy D. Blunt | ||
Secretary of State |
Fee $
20.00
Corp. #20 (3-87)
STATE OF MISSOURI . . . Office of Secretary of State
ROY D. BLUNT, Secretary of State
ROY D. BLUNT, Secretary of State
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney)
(To be submitted in duplicate by an attorney)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: |
1. | The present name of the Corporation is Research Ventures Group, Inc. | ||
The name under which it was originally organized was Research Business Group, Inc. | |||
2. | An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on April 12, 1991. | ||
3. | Article Number One is amended to read as follows: | ||
ARTICLE NUMBER ONE shall henceforth read in its entirety, The name of the corporation shall be: |
“HEALTH MIDWEST VENTURES GROUP, INC.” |
4. | Of the 502 shares outstanding, 502 of such shares were entitled to vote on such amendment. | ||
The number of outstanding shares of any classentitled to vote thereon as a classwere as follows: |
Class | Number of Outstanding Shares | |
Common | 502 |
5. | The number of shares voted for and against the amendment was as follows: |
Class | No. Voted For | No. Voted Against | ||
Common | 502 | -0- |
6. | If the amendment changed the number of par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: |
N/A
If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: |
N/A
7. | If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: |
N/A
IN WITNESS WHEREOF, the undersigned, Richard W. Brown, President, has executed this instrument and Judith A. Vogelsmeier, its Assistant Secretary has affixed its corporate seal hereto and attested said seal on the 18th day of June, 1991.
PLACE CORPORATE
SEAL HERE
SEAL HERE
RESEARCH VENTURES GROUP, INC. | ||||||
ATTEST: | ||||||
By: | /s/ Richard W. Brown |
By: | /s/ Judith A. Vogelsmeier |
1646
STATE OF MISSOURI | ) | |||
) | ss | |||
COUNTY OF JACKSON | ) |
I, the undersigned, a Notary Public, do hereby certify that on this 18th day of June, 1991, Richard W. Brown personally appeared before me who, being by me first duly sworn, declared that he is the President of Research Ventures Group, Inc., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
NOTARIAL SEAL | Beverly D. brown |
My commission expires | Beverly D. Brown | |||
Commissioned in Jackson County | ||||
My Commission Expires September 3, 1993 |
FILED AND CERTIFICATE
ISSUED
JUN 21, 1991
Roy D. Blunt
Corporation Dept. SECRETARY OF STATE
ISSUED
JUN 21, 1991
Roy D. Blunt
Corporation Dept. SECRETARY OF STATE
1646
Judith K. Moriarty SECRETARY OF STATE CORPORATION DIVISION CERTIFICATE OF AMENDMENT WHEREAS, HEALTH MIDWEST VENTURES GROUP, INC. A CORPORATION ORGANIZED UNDER THE GENERAL AND BUSINESS CORPORATION Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General Business Corporation Law, and that the Articles of Incorporation of said corporation are amended in accordance therewith. IN TESTIMONY WHEREOF, I HAVE SET MY hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 4th day of AUGUST, 1994.Secretary of state $20-00 |
Rebecca McDowell Cook Secretary of State CORPORATION DIVISION CERTIFICATE OF CORPORATE RECORDS HEALTH MIDWEST VENTURES GROUP, INC. I, REBECCA McDOWELL COOK, Secretary of State of the State of Missouri and Keeper of the Great Seal thereof, do hereby certify that the annexed pages contain a full, true and complete copy of the original documents on file and of record in this office. IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 5th day of JANUARY, 2000. Secretary of State |
STATE OF MISSOURI . . . Office of Secretary of State
JUDITH K. MORIARTY, Secretary of State
JUDITH K. MORIARTY, Secretary of State
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney)
(To be submitted in duplicate by an attorney)
HONORABLE JUDITH K. MORIARTY
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
1. | The present name of the Corporation is Health Midwest Ventures Group, Inc. | ||
The name under which it was originally organized was Research Ventures Group, Inc. | |||
2. | An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on July 18, 1994. | ||
3. | Article Number Six is amended to henceforth read as follows: |
“Article VI
The number of directors to constitute the Board of Directors shall be seven (7). Thereafter, the number of directors shall be fixed by, or in the manner provided in the bylaws. Any changes in the number shall be reported to the Secretary of State within thirty (30) calendar days after such change.”
4. | Of the 502 shares outstanding, 502 of such shares were entitled to vote on such amendment. | ||
The number of outstanding shares of any class entitled to vote thereon as a class were as follows: |
Class | Number of Outstanding Shares | |||
Common | 502 |
62590
5. | The number of shares voted for and against the amendment was as follows: |
Class | No. Voted For | No. Voted Against | ||
Common | 502 | -0- |
6. | If the amendment changed the number of par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: | ||
N/A | |||
If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: | |||
N/A | |||
7. | If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: | ||
N/A |
IN WITNESS WHEREOF, the undersigned, Richard W. Brown, President, has executed this instrument and Judith A. Vogelsmeier, its Assistant Secretary has affixed its corporate seal hereto and attested said seal on the 3rd day of August, 1994.
PLACE CORPORATE | ||
SEAL HERE | ||
HEALTH MIDWEST VENTURES GROUP, INC. |
ATTEST:
By: | /s/ Richard W. Brown | |||
Richard W. Brown, President | ||||
By: | /s/ Judith A. Vogelsmeier |
FILED AND CERTIFICATE | ||
ISSUED | ||
AUG 04 1994 | ||
/s/ Judith K. Moriarty | ||
SECRETARY OF STATE |
62590
STATE OF MISSOURI | ) | |||
) ss | ||||
COUNTY OF JACKSON | ) |
I, the undersigned, a Notary Public, do hereby certify that on this3rdday ofAugust, 1994, Richard W. Brown personally appeared before me who, being by me first duly sworn, declared that he is the President of Health Midwest Ventures Group, Inc., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
NOTARIAL SEAL | /s/ Karen J. Montgomery | |
Notary Public |
KAREN J. MONTGOMERY | ||
My commission expires 8/6/1997 | Notary Public-State of Missouri | |
Commissioned In Jackson County | ||
My Commission Expires Aug. 6,1997 |
62590