Exhibit 4.5
GUIDE FOR ARTICLES OF INCORPORATION
VIRGINIA STOCK CORPORATION
The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, state(s) as follows:
1. | The name of the corporation is: |
OMI Specialty, Inc.
2. | The number (and classes, if any) of shares the corporation is authorized to issue is (are): |
Number of shares authorized | Class(es) | |||
10,000 | Common |
3. | A. The name of the corporation’s initial registered agent is |
Drew St.J. Carneal .
B. | The initial registered agent is (mark appropriate box): |
(1) | an individual who is a resident of Virginia and |
¨ | an initial director of the corporation |
x | a member of the Virginia State Bar |
OR
(2) | ¨ a professional corporation or professional limited liability company of attorneys registered under Section |
54.1-3902, Code of Virginia |
4. | A. The corporation’s initial registered office address which is the business address of the initial registered agent is: |
4800 Cox Rd. | Glen Allen, VA | 23060 | ||
(number/street) | (city or town) | (ZIP code) |
B. | The registered office is physically located in the¨ City orx County of |
Henrico
5. | The initial directors are: |
NAMES | ADDRESS(ES) | |
G. Gilmer Minor, III | 4800 Cox Rd. | |
Henry A. Berling | Glen Allen, VA 23060 | |
Craig R. Smith | (for all directors) | |
Drew St.J. Carneal | ||
6. | INCORPORATOR(S): |
/s/ Drew St.J. Carneal | Drew St.J. Carneal | |
_____________________ | _____________________ | |
SIGNATURE(S) | PRINTED NAME(S) |
See instructions on the reverse
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT
CHANGING THE NAME OF A CORPORATION
By Unanimous Consent of the Shareholders
The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:
ONE
The name of the corporation is OMI Specialty, Inc.
TWO
The name of the corporation is changed to Owens & Minor Medical, Inc. effective December 31, 2001 at 11:59 p.m.
THREE
The foregoing amendment was adopted by unanimous consent of the shareholders on December 20, 2001. | ||||
(date) |
The undersigned declares that the facts herein stated are true as of December 20, 2001. | ||||
(date) |
OMI Specialty, Inc. | ||
(Name of Corporation) | ||
By: | /s/ Drew St.J. Carneal | |
(Signature) | ||
Drew St.J. Carneal, Senior Vice President | ||
(Printed name and corporate title) |
See instructions on the reverse.