Exhibit 3.27
F0001 – PAGE 1 OF 2 | OFFICE OF THE MISSISSIPPI SECRETARY OF STATE | |
P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 | ||
Articles of Incorporation |
The undersigned, pursuant to Section 79-4-2.02 (if a profit corporation) or Section 79-11-137 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby executes the following document and sets forth:
1. Type of Corporation
x Profit | ¨ Nonprofit |
2. Name of the Corporation
Keltman Pharmaceuticals, Inc.
|
3. The future effective date is (Complete if applicable) |
4. FOR NONPROFIT ONLY: The period of duration is¨ years or¨ perpetual
5. FOR PROFITS ONLY:The Number (and Classes) if any of shares the corporation is authorized to issues is (are) as follows
Classes | # of Shares Authorized | If more than one (1) class of shares is authorized, the preference, limitations, and relative rights of each class are as follows: | ||||||||
Common
|
100,000
| (See Attached) | ||||||||
6. Name and Street Address of the Registered Agent and Registered Office is
Name |
Wyatt Waltman
| |||||||
Physical Address |
1800 Sheffield Drive
| |||||||
P.O. Box | ||||||||
City, State, ZIP5, ZIP4 |
Jackson
|
MS
|
32911 -
| |||||||||
7. The name and complete address of each incorporator are as follows
| ||||||||||||
Name |
Martin E. Willoughby, Jr.
| |||||||||||
Street |
573 Highway 51 N, Suite D | |||||||||||
F0001 – PAGE 2 OF 2 | OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Incorporation |
City, State, ZIP5, ZIP4
|
Ridgeland
|
MS
|
39157 -
| |||||||||
Name
| ||||||||||||
Street
|
City, State, ZIP5, ZIP4
| - | |||||||||
Name
| ||||||||||
Street
|
City, State, ZIP5, ZIP4
| - | |||||||||
8.Other Provisions ¨ See Attached |
9. Incorporator’s Signatures (please keep writing within blocks | ||||||
/s/ Martin Willoughby
| ||||||
F0012 – PAGE 1 OF 3 | OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Amendment |
The undersigned persons, pursuant to Section 79-4-10.06 (if a profit corporation) or Section 79-11-305 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby executes the following document and sets forth:
1. Type of Corporation
x Profit | ¨ Nonprofit |
2. Name of the Corporation
Keltman Pharmaceuticals, Inc.
|
3. The future effective date is (Complete if applicable) |
4. Set forth the text of each amendment adopted (Attach page)
5. If an amendment for a business corporation provides for an exchange, reclassification, or cancellation of issued shares, set forth the provisions for implementing the amendment if they are not contained in the amendment itself. (Attach page)
6. The amendment(s) was (were) adopted on
12/01/03
| Date(s) |
FOR PROFIT CORPORATION (Check the appropriate box)
Adopted by x the incorporators | ¨ | directors with shareholder action and shareholder action was not required. |
FOR NONPROFIT CORPORATION (Check the appropriate box)
Adopted by ¨ the incorporators | ¨ | board of directors without member action and member action was not required |
FOR PROFIT CORPORATION
7. If the amendment was approved by shareholders
(a) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting were
Description | No. of outstanding shares | No. of votes entitled to be cast | No. of votes indisputably represented | |||||||||
Common
|
100,000
|
100,000
|
100,000
|
F0012 – PAGE 2 OF 3 | OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Amendment |
(b) EITHER
(i) the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was
Voting Group | Total no. of votes cast FOR | No. of votes cast AGAINST | ||||||||
OR
(ii) the total number of undisputed votes cast for the amendment by each voting group was
Voting Group | Total no. of undisputed votes cast FOR the plan | |||||
Common
|
100,000
| |||||
and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.
FOR NONPROFIT CORPORATION
8. If the amendment was approved by members
(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and the number of votes of each class indisputably represented at the meeting were
Designation | No. of memberships outstanding | No. of votes entitled to be cast | No. of votes indisputably represented | |||||||||
F0012 – PAGE 3 OF 3 | OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Amendment |
(b) EITHER
(i) the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was
Voting Class | Total no. of votes cast FOR | No. of votes cast AGAINST | ||||||||
OR
(ii) the total number of undisputed votes cast for the amendment by each class was
Voting Class | Total no. of undisputed votes cast FOR the amendment | |||||
and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.
By: | Signature | /s/ Wyatt Waltman
| (Please keep writing within blocks | |||||
Printed name | Wyatt Waltman
| Title
| President
|
KELTMAN PHARMACEUTICALS, INC.
ARTICLES OF AMENDMENT
RESOLVED, the Articles of Incorporation are hereby amended to increase the number of authorized shares of common stock of the Corporation to 1,000,000 shares.