[graphic Phone: (503) 986-2200
seal Fax: (503) 378-4381 Restated Articles of Incorporation--Business/Professional/Nonprofit
of the =============================================================================================
State of Secretary of State Check the appropriate box below: For office use only
Oregon Corporation Division [X] BUSINESS/PROFESSIONAL CORPORATION
omitted] 255 Capitol St. NE, Suite 151 (Complete only 1, 2, 3, 4, 6, 7)
Salem, OR 97310-1327 [ ] NONPROFIT CORPORATION
(Complete only 1, 2, 3, 5, 6, 7)
Registry Number: 209240-15
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Attach Additional Sheet if Necessary
Please Type or Print Legibly in Black Ink
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1) NAME OF CORPORATION PRIOR TO AMENDMENT MedicaLogic, Inc.
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2) NEW NAME OF THE CORPORATION (if changed)
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3) A COPY OF THE RESTATED ARTICLES MUST BE ATTACHED
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BUSINESS/PROFESSIONAL CORPORATION ONLY | NONPROFIT CORPORATION ONLY
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4) CHECK THE APPROPRIATE STATEMENT | 5) CHECK THE APPROPRIATE STATEMENT
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[X] The restated articles contain amendments | [ ] The restated articles contain amendments which
which do not require shareholder approval. | do not require membership approval. The date
The date of the adoption of the amendments | of the adoption of the amendments and restated
and restated articles was 9/17/99 & 11/12/99. | articles was _______________. These amendments
These amendments were duly adopted by the | were duly adopted by the board of directors.
board of directors. |
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[ ] The restated articles contain amendments | [ ] The restated articles contain amendments which
which require shareholder approval. The | require membership approval. The date of the
date of the adoption of the amendments | adoption of the amendments and restated
and restated articles was ______________. | articles was ______________. The vote of the
The vote of the shareholders was as follows: | members was as follows:
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- ------------------------------------------------------ | ----------------------------------------------------
Number Number Number | Number of Number Number Number
Class or Number of of votes of votes of votes | Class(es) members of votes of votes of votes
series of shares entitled cast cast | entitled entitled entitled cast cast
shares outstanding to be cast FOR AGAINST | to vote to vote to be cast FOR AGAINST
- --------- ----------- ---------- -------- -------- | --------- --------- ---------- -------- --------
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- ------------------------------------------------------ | ----------------------------------------------------
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[ ] The corporation has not issued any shares of stocks.|
Shareholder action was not required to adopt the |
restated articles. The restated articles were |
adopted by the incorporators or by the board of |
directors. |
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6) EXECUTION
Printed Name Signature Title
David C. Moffenbeier DAVID C. MOFFENBEIER COO & Secretary
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7) CONTACT NAME DAYTIME PHONE NUMBER
Bethany K. Luke (503) 294-9455
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1999 RESTATED ARTICLES OF INCORPORATION
OF
MEDICALOGIC, INC.
Pursuant to ORS 60.451, MedicaLogic, Inc. adopts the following 1999
Restated Articles of Incorporation, which shall supersede its heretofore
existing Restated Articles of Incorporation and all amendments thereto.
ARTICLE I
The name of the Corporation is MedicaLogic, Inc.
ARTICLE II
A. Authorized Capital. The Corporation is authorized to issue shares of two
classes of stock: 100,000,000 shares of Common Stock and 50,000,000 shares of
Preferred Stock.
B. Common Stock. Holders of Common Stock are entitled to one vote per
share. On dissolution of the Corporation, after any preferential amount with
respect to the Preferred Stock has been paid or set aside, the holders of Common
Stock and the holders of any series of Preferred Stock entitled to participate
in the distribution of assets are entitled to receive the net assets of the
Corporation.
C. Preferred Stock. The Board of Directors is authorized, subject to
limitations prescribed by the Oregon Business Corporation Act, as amended from
time to time (the "Act"), and by the provisions of this Article, to provide for
the issuance of shares of Preferred Stock in series, to establish from time to
time the number of shares to be included in each series and to determine the
designations, relative rights, preferences and limitations of the shares of each
series. The authority of the Board of Directors with respect to each series
includes determination of the following:
1. The number of shares in and the distinguishing designation of that
series;
2. Whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent otherwise
provided by the Act;
3. Whether shares of that series shall be convertible and the terms
and conditions of the conversion, including provision for adjustment of the
conversion rate in circumstances determined by the Board of Directors;
4. Whether shares of that series shall be redeemable and the terms and
conditions of redemption, including the date or dates upon or after which they
shall be redeemable and the amount per share payable in case of redemption,
which amount may vary under different conditions or at different redemption
dates;
5. The dividend rate, if any, on shares of that series, the manner of
calculating any dividends and the preferences of any dividends;
6. The rights of shares of that series in the event of voluntary or
involuntary dissolution of the Corporation and the rights of priority of that
series relative to the Common Stock and any other series of Preferred Stock on
the distribution of assets on dissolution; and
7. Any other rights, preferences and limitations of that series that
are permitted by law to vary.
ARTICLE III
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of the amendment.
ARTICLE IV
The Corporation shall indemnify to the fullest extent not prohibited
by law any current or former director of the Corporation who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (including an action, suit or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall pay
for or reimburse the reasonable expenses incurred by any such current or former
director in any such proceeding in advance of the final disposition of the
proceeding if the person sets forth in writing (i) the person's good faith
belief that the person is entitled to indemnification under this Article and
(ii) the person's agreement to repay all advances if it is ultimately determined
that the person is not entitled to indemnification under this Article. No
amendment to this Article that limits the Corporation's obligation to indemnify
any person shall have any effect on such obligation for any act or omission that
occurs prior to the later of the effective date of the amendment or the date
notice of the amendment is given to the person. This Article shall not be deemed
exclusive of any other provisions for indemnification or advancement of expenses
of directors, officers, employees, agents and fiduciaries that may be included
in any statute, bylaw, agreement, general or specific action of the Board of
Directors, vote of shareholders or other document or arrangement.
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ARTICLE V
A. Notwithstanding any other provisions of these 1999 Restated Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these 1999 Restated
Articles of Incorporation or the Bylaws of the Corporation), any director or the
entire Board of Directors of the Corporation may be removed at any time, but
only for cause or by the affirmative vote of the holders of 75% or more of the
voting power of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the shareholders called for that
purpose.
B. Notwithstanding any other provisions of these 1999 Restated Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these 1999 Restated
Articles of Incorporation or the Bylaws of the Corporation), the provisions set
forth in this Article V may not be amended, altered, changed or repealed in any
respect, nor may any provision be adopted which is inconsistent with this
Article V, unless such action is approved by the affirmative vote of the holders
of not less than 75% of the voting power of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the shareholders
called for that purpose.
C. Notwithstanding any other provisions of these 1999 Restated Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these 1999 Restated
Articles of Incorporation or the Bylaws of the Corporation), the provisions set
forth in Sections 1.5 or 2.1 of the Bylaws of the Corporation may not be
amended, altered, changed or repealed in any respect, nor may any provision be
adopted which is inconsistent with Sections 1.5 or 2.1 of the Bylaws, unless
such action is approved by the Board of Directors or by the affirmative vote of
the holders of not less than 75% of the voting power of the outstanding shares
of capital stock of the Corporation entitled to vote generally at an annual or
special meeting of shareholders (considered for this purpose as one class) cast
at a meeting of the shareholders called for that purpose.
MEDICALOGIC, INC.
By: DAVID C. MOFFENBEIER
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David C. Moffenbeier,
Chief Operating Officer and Secretary
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