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EXHIBIT 3.19
[NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE LETTERHEAD]
TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of
ARTICLES OF INCORPORATION
OF
BRIGAM, INC.
the original of which is now on file and a matter of record in this office.
[NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE LOGO]
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 12th day of April, 2001.
/s/ Elaine F. Marshall
-------------------------
SECRETARY OF STATE
Certification Number: 5542476-1 Page: 1 of 4 Ref.# 4594197
Verify this certificate online at www.secretary.state.nc.us/Verification.
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[SEAL]
ARTICLES OF INCORPORATION
OF
BriGam, Inc.
The undersigned, being of the age of eighteen years or more, does
hereby make and acknowledge these Articles of incorporation for the purpose of
forming a business corporation under and by virtue of the laws of the State of
North Carolina, as contained in Chapter 55 of the General Statutes of North
Carolina entitled "Business Corporation Act," and the several amendments
thereto.
ARTICLE I
The name of the corporation shall be BriGam, Inc.
ARTICLE II
The period of duration of the corporation shall be perpetual.
ARTICLE III
The purposes for which the corporation is organized.
A. To develop, invent, improve, design, manufacture,
purchase, sell, distribute and otherwise handle and deal in
and with medical and dental apparatus supplies and equipment
of all sorts, kinds and descriptions.
B. To engage in any other lawful activity, including,
but not limited to, constructing, manufacturing, raising or
otherwise producing, and repairing, servicing, storing or
otherwise caring for any type of structure, commodity or
livestock whatsoever; processing, selling, brokering,
factoring, distributing, lending, borrowing or investing in
any type of property, whether real or personal, tangible or
intangible, extracting and processing natural resources;
transporting freight or passengers by land, sea or air;
collecting and disseminating information or advertisement
through any medium whatsoever; performing personal services
of any nature; and entering into or serving in any
Certificate Number: 5542476-1 Page: 2 of 4
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type of management, investigative, advisory, promotional,
protective, insurance, guarantyship, suretyship, fiduciary
or representative capacity or relationship for any persons
or corporations whatsoever;
C. To engage in any lawful business whatsoever when
approved by a majority of all outstanding stock.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is ONE HUNDRED THOUSAND (100,000) shares, with no par value.
ARTICLE V
The minimum amount of consideration for its shares to be received by
the corporation before it shall commence business is ONE HUNDRED ($100.00)
DOLLARS.
ARTICLE VI
The shareholders of the corporation shall have no preemptive right to
acquire additional or treasury shares of the corporation.
ARTICLE VII
The address of the initial registered office of the corporation is 511
Collett Street, Morganton, Burke County, North Carolina 28655, and the initial
registered agent at such address is JAMES MICHAEL BRIDGES.
ARTICLE VIII
The number of directors of the corporation may be fixed by the bylaws,
but shall not be less than the minimum number allowed by the "North Carolina
Business Corporation Act."
Certificate Number: 5542476-1 Page: 3 of 4
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The number of directors constituting the initial Board of Directors
shall be one (1), and the names and addresses of the persons who are to serve as
directors until the first meeting of the shareholders, or until their successors
are elected and qualified are:
NAME ADDRESS
- --------------------------------------------------------------------------------
James Michael Bridges 511 Collett Street
Morganton, Burke County
North Carolina 28655
ARTICLE IX
The name and address of the incorporator is:
NAME ADDRESS
- --------------------------------------------------------------------------------
James Michael Bridges 511 Collett Street
Morganton, Burke County
North Carolina 28655
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this 18th
day of September, 1985.
/s/ James Michael Bridges (SEAL)
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James Michael Bridges
STATE OF NORTH CAROLINA
CATAWBA COUNTY
I, Susanne S. Duncan, a notary public, do hereby certify that JAMES
MICHAEL BRIDGES personally appeared before me this 18th day of September, 1985,
and acknowledged the due execution of the foregoing Articles of Incorporation.
/s/ Susanne S. Duncan
--------------------------------
Notary Public
My commission expires: 1-12-89
Certificate Number: 5542476-1 Page: 4 of 4