Exhibit 3.1 CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMSERV HEALTHCARE INC.
AMSERV HEALTHCARE INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Act"), DOES
HEREBY CERTIFY THAT:
1. In accordance with the provisions of Sections 222 and 242 of the Act,
the Directors approved resolutions to amend the Amended and Restated
Certificate of Incorporation of this Corporation and has solicited and
received approval for said resolutions and amendment by a majority of the
Stockholders of this Corporation.
2. Said resolution amends the first paragraph of Article IV of the Amended
and Restated Certificate of Incorporation so that, as amended, said
paragraph reads, in its entirety, as follows:
The Corporation is authorized to issue two classes of shares of stock to
be designated, respectively, "Preferred Stock" and "Common Stock". The
total number of shares which the Corporation shall have authority to
issue is Eighteen Million (18,000,000) and the aggregate par value of
all shares of stock that are to have a par value shall be One Hundred,
Eighty Thousand Dollars ($180,000). The total number of shares of
Preferred Stock shall be Three Million (3,000,000) and the par value of
each share of such class shall be One Cent ($.01). The total number of
shares of Common Stock shall be Fifteen Million (15,000,000) and the par
value of each share of such class shall be One Cent ($.01).
IN WITNESS WHEREOF, AMSERV HEALTHCARE INC. has caused this Certificate of
Amendment to be signed and attested to this 20th day of December, 1993.
AMSERV HEALTHCARE INC.
By: /s/Eugene J. Mora
---------------------------------
Eugene J. Mora, President
Attest:
By: /s/Leslie Hodge
----------------------------
Leslie Hodge, Secretary
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
AMSERV NURSES, INC.
[Delaware Charter No. 21492-19]
and
AMSERV NURSES OF TUCSON, INC.
[Delaware Charter No. 21975-86]
and
AMSERV NURSES OF WASHINGTON, INC.
[Delaware Charter No. 22230-40]
INTO
AMSERV, INC.
[Delaware Charter No. 20181-12]
(Under (S)253 of the General Corporation
Law of the State of Delaware)
AMSERV, INC., a corporation organized and existing under the laws of
Delaware (the "Corporation"), does hereby certify:
FIRST: That the Corporation was incorporated on the 29th day of September,
1983, pursuant to the General Corporation Law of the State of
Delaware.
SECOND: That the Corporation owns all of the outstanding shares of each
class of AMSERV NURSES, INC. ("NURSES") a corporation incorporated
on 15th day of January, 1988, pursuant to the General Corporation
Law of the State of Delaware.
That the Corporation owns all of the outstanding shares of each class of
AMSERV NURSES OF TUCSON, INC. ("TUCSON"), a corporation incorporated on
the 26th day of May, 1989, pursuant to the General Corporation Law of
the State of Delaware.
That the Corporation owns all of the outstanding shares of each class of
AMSERV NURSES OF WASHINGTON, INC. ("WASHINGTON"), a corporation
incorporated on the 26th day of February, 1990, pursuant to the General
Corporation Law of the State of Delaware.
THIRD: That the Corporation, by the unanimous written consent of its Board
of Directors effective as of the 7th day of May, 1992, determined to
merge into itself NURSES, TUCSON and WASHINGTON pursuant to and in
the manner prescribed by (S)253 of the General Corporation Law of
the State of Delaware on the conditions set forth in such
resolutions:
RESOLVED, that the Corporation merge into itself its wholly-owned
subsidiaries, NURSES, TUCSON and WASHINGTON, and assume all of each said
subsidiaries' liabilities and obligations pursuant to and in the manner
prescribed by (S)253 of the General Corporation Law of the State of
Delaware;
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FURTHER RESOLVED, that the merger shall be effective as of August 4,
1992;
FURTHER RESOLVED, that Article I to the Restated Certificate of
Incorporation of the Corporation is deleted in its entirety and amended
to read as follows:
"1. The name of the Corporation is "AMSERV HEALTHCARE INC."
FURTHER RESOLVED, that the proper officers of this corporation be, and
they hereby are, directed to make, execute and acknowledge a Certificate
of Ownership and Merger setting forth a copy of the resolutions to merge
NURSES, TUCSON and WASHINGTON into this Corporation and to assume said
subsidiaries' liabilities and obligations, and the date of adoption
thereof, and to cause the same to be filed in the office of the
Secretary of State of the State of Delaware and a certified copy thereof
to be recorded in the office of the Recorder of Deeds of New Castle
County and to do all acts and things whatsoever, whether within or
without the State of Delaware, that may be necessary or proper to effect
said merger.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of
Directors of this Corporation at any time prior to the date of
filing the Certificate of Ownership and Merger with the Secretary
of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership
and Merger to be signed by Eugene J. Mora, its President, and attested by Leslie
Hodge, its Secretary, this 3rd day of August, 1992.
AMSERV, INC.
By: /s/Eugene J. Mora
------------------------------
Eugene J. Mora
President
ATTEST:
By: /s/Leslie Hodge
-----------------------------
Leslie Hodge, Secretary
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CERTIFICATE OF CORRECTION OF
THE RESTATED CERTIFICATE OF INCORPORATION
OF Amserv, Inc.
It is hereby certified that:
1. The name of the corporation is Amserv, Inc. (the "Corporation").
2. The Restated Certificate of Incorporation of the Corporation, which was
filed with the Secretary of State of Delaware on October 26, 1987, is hereby
corrected.
3. The Certificate of Incorporation incorrectly set forth the name of the
corporation as Amserv, Inc.
4. The correction to be made to the Certificate of Incorporation is as
follows:
(a) Paragraph First, Article I is hereby corrected to read "The name of
the Corporation is AMSERV, INC."
Signed and attested to on January 15, 1988.
Amserv Inc.
By: /s/Eugene J. Mora
----------------------------
Gene Mora, its President
ATTEST:
/s/Sarah L. Hamilton
- -----------------------------
Sarah Hamilton, its Secretary
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RESTATED
CERTIFICATE OF INCORPORATION
OF PHONE-A-GRAM SYSTEM, INC.
----------------------------
Phone-A-Gram System, Inc., a Corporation duly incorporated on September 29,
1983, and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify as follows:
FIRST: That the Board of Directors of said corporation adopted a
resolution proposing and declaring advisable the following amendments to and
restatement of the Amended and Restated Certificate of Incorporation of said
corporation; and
SECOND: That this Restated Certificate of Incorporation was duly adopted
in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware, that the stockholders of the
Corporation having approved this resolution by vote of a majority of the
outstanding shares, either by proxy or in person at the Annual Meeting of the
Shareholders held on October 24th, 1987, and that effective upon the filing of
this Restated Certificate of Incorporation, the Certificate of Incorporation of
the Corporation shall be amended and restated as follows:
ARTICLE I
---------
The name of the corporation is Amserv, Inc.
ARTICLE II
----------
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
and the name of the registered agent at that address is The Corporation Trust
Company.
ARTICLE III
-----------
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
----------
(a) The Corporation is authorized to issue two classes of shares of stock
to be designated, respectively, "Preferred Stock" and "Common Stock". The total
number of shares which the corporation shall have authority to issue is Nine
Million (9,000,000) and the aggregate par value of all shares of stock that are
to have a par value shall be Ninety Thousand Dollars ($90,000). The total number
of shares of Preferred Stock shall be Three Million (3,000,000) and the par
value of each share of such class shall be One Cent ($.01). The total number of
shares of Common Stock shall be Six Million (6,000,000) and the par value of
each share of such class shall be One Cent ($.01).
(b) The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized, by filing a
certificate pursuant to the applicable law of the State of Delaware
(hereinafter, a "Certificate of Designation"), to establish from time
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to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof, including but not
limited to fixing the dividend rights, divided rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences of any wholly
unissued series of shares of Preferred Stock; and to increase or decrease the
number of shares of any series subsequent to the issue of the shares of that
series, but not below the number of shares of such series then outstanding. In
case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.
ARTICLE V
---------
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind any or all of the By-laws of the Corporation.
ARTICLE VI
----------
The number of directors of the Corporation shall be fixed from time to time
by a By-law or amendment thereof duly adopted by the Board of Directors or by
the stockholders.
ARTICLE VII
-----------
Elections of directors at an annual or special meeting of stockholders need
not be by written ballot unless the By-laws of the Corporation shall so provide.
ARTICLE VIII
------------
Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the Corporation.
ARTICLE IX
----------
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
thereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
ARTICLE X
---------
No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of a director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (iii)
under section 174 of the Delaware General Corporation law, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware General Corporation law is hereafter amended to authorize, with the
approval of a corporation's stockholders, further reductions in the liability of
the Corporation's directors for breach of
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fiduciary duty, then a director of the Corporation shall not be liable for any
such breach to the fullest extent permitted by the Delaware General Corporation
Law as so amended. Any repeal or modification of the foregoing provisions of
this Article TEN by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed and attested by its duly elected officers this 24th day of October, 1987.
PHONE-A-GRAM SYSTEM, INC.
By /s/Eugene J. Mora
--------------------------
Its President
Attest:
/s/Sarah L. Hamilton
- --------------------------
Secretary
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