EXHIBIT 3(I)
CERTIFICATE OF INCORPORATION
OF REGISTRANT, AS AMENDED
EXHIBIT 3(I)
CERTIFICATE OF INCORPORATION
OF
THE CARE GROUP, INC.
The undersigned, being of legal age, in order to form a corporation under
and pursuant to the laws of the State of Delaware, do hereby set forth as
follows:
First: The name of the corporation is
THE CARE GROUP, INC.
Second: The address of the initial registered and principal
office of this corporation in this state is c/o United Corporate Services, Inc.
410 South State Street, in the City of Dover, County of Kent, State of Delaware
19901 and the name of the registered agent at said address is United Corporate
Services, Inc.
Third: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the corporate
laws of the State of Delaware.
Fourth: The corporation shall be authorized to issue the
following shares:
Class Number of Shares Par Value
COMMON 3,000 NONE
FIFTH: The name and address of the incorporator are as follows:
NAME ADDRESS
Ray A. Barr 9 East 40th Street
New York, New York 10016
SIXTH: The following provisions are inserted for the management
of the business and for the conduct of the affairs of the corporation, and for
further definition, limitation and regulation of the powers of the corporation
and of its stockholders.
(1) The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the assent or vote
of the stockholders:
(a) To make, alter, amend, change, add to or repeal the By-laws
of the corporation; to fix and vary the amount to be reserved for any proper
purpose; to authorize and cause to be executed mortgages and liens upon all or
any part of the property of the corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.
(b) To determine from time to time whether, and to what times and
places, and under what conditions the accounts and books of the corporation
(other than the stock ledger) or any of them, shall be open to the inspection
of the stockholders.
(3) The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and as binding upon the corporation and
upon all the stockholders as though it has been approved or ratified by every
stockholder of the corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors= interest, or for other
reason.
(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid is such
by-law had not been made.
SEVENTH: No director shall be liable to the corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director=s duty of loyalty
to the corporation or its stockholders, (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of
the corporation=s directors to the corporation or its stockholders to the
fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law, as amended from time to time. The corporation shall indemnify
to the fullest extent permitted by Sections 102(b)(7) and 145 of the Delaware
General Corporation Law, as amended from time to time, each person that such
Sections grant the corporation the power to indemnify.
EIGHTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 279 Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths (3/4) in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as consequence of such compromise
or arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
NINTH: The corporation reserves the right to amend, change or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of perjury
this second day of February, 1989.
/s/ Ray A. Barr
Ray A. Barr, Incorporator
REGISTERED OFFICE AND REGISTERED AGENT
OF
UNITED CORPORATE SERVICES, INC.
Pursuant to Section 134 of Title 8 of the Delaware Code
To: Department of State
Division of Corporations
Townsend Building
Dover, Delaware 19901
Pursuant to the provisions of Section 134 of Title 8 of the Delaware Code,
the undersigned Agent for service of process, in order to change the address of
the registered office of the corporation for which it is registered agent,
hereby certifies that:
1. The name of the registered agent is UNITED CORPORATE SERVICES,
INC.
2. The address of the old registered office was:
410 South State Street
County of Kent
Dover, Delaware 19901
3. The address to which the registered office is to be changed
is:
15 East North Street
County of Kent
Dover, Delaware 19901
4. The names of the corporations represented by said agent are set forth
on the list annexed to this certificate and made a part hereof
reference.
5. The new address will be effective upon filing of this document.
In WITNESS WHEREOF, said agent has caused this certificate to be signed
on its behalf by its President and Secretary this 6th day of March,
A.D. 1989.
UNITED CORPORATE SERVICES, INC.
/s/ Ray A. Barr
Ray A. Barr, President
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
THE CARE GROUP, INC.
The undersigned, being a majority of the directors of THE CARE GROUP,
INC., a Delaware corporation (the -Corporation-), hereby certify and set forth:
1. The name of the corporation is THE CARE GROUP, INC. The name
under which the Corporation was formed is THE CARE GROUP, INC.
2. The Certificate of Incorporation was filed in the office of
the Secretary of State of the State of Delaware on February 3, 1989.
3. Paragraph FOURTH of the Certificate of Incorporation is hereby
amended in its entirety to read:
-FOURTH: The Corporation shall be authorized to issue the following
shares:
Class Number of Shares Par Value
COMMON 15,000,000 $.001
Preferred 1,000,000 $.001
The Preferred Stock is to be issued in one or more series as determined by the
Corporation=s Board of Directors in which the designations, powers, preferences,
justifications, limitations, restrictions and relative, optional, conversion and
other special rights of the shares of Preferred Stock contained in each such
series shall be as fixed by the Board of Directors of the Corporation (authority
to do so being hereby expressly granted) and stated and expressed in a
resolution or resolutions for the issuance of the shares of Preferred Stock
contained in such series.-
4. The Corporation has not received any payment for any of its
stock, and this amendment to the Certificate of Incorporation of the
Corporation has been duly adopted in accordance with the provisions of Section
241 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this
22nd day of March, 1989.
Sworn to before me this 22nd day
of March, 1989 /s/ Ann T. Mittasch
Ann T. Mittasch, Director
/s/ Michael F. Gedell
Notary Public
Sworn to before me this 22nd day
of March, 1989 /s/ Gilda G. Schechter
Gilda G. Schechter, Director
/s/ Michael F. Gedell
Notary Public
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
THE CARE GROUP, INC.
The undersigned, being the Executive Vice President of The Care Group,
Inc., a Delaware corporation (the -Corporation-), hereby certifies and sets
forth:
1. The name of the corporation is THE CARE GROUP, INC. The name under
which the Corporation was formed is THE CARE GROUP, INC.
2. The Certificate of Incorporation was filed in the office of the
Secretary of State of the State of Delaware on February 3, 1989.
3. Paragraph (2)(a) of Article SIXTH of the Certificate of
Incorporation is hereby amended in its entirety to read as follows:
- -(a) To make, alter, amend, change, add to or repeal the By-Laws of the
corporation; to fix and vary the amount of capital stock of the Corporation to
be reserved for any proper purpose; to authorize and cause to be executed
mortgages and liens upon all or any part of the property of the corporation; to
determine the use and disposition of any surplus or net profits; and to fix the
times for the declaration and payment of dividends,
4. A new ARTICLE TENTH is hereby added to the Certificate of
Incorporation which shall read in its entirety as follows:
- - No person or group as defined in Rule 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the -Exchange Act-), may, after May 15, 1989, acquire
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of 10%
or more of any class of equity securities of the Corporation without the prior
written consent of all state health regulatory agencies or state health
commissions governing the Corporation=s activities that require such consent,
including the New York State Department of Health and the District of Columbia
State Health Planning and Development Agency. The requirements of this Article
TENTH apply to neither (i) persons who beneficially owned (as defined in Rule
13d-3 under the Exchange Act) more than 10% of any class of the Corporation=s
equity securities prior to May 15, 1989, nor (ii) securities held by broker-
dealers registered under Section 15 of the Exchange Act solely for bona fide
market making purposes.-
This amendment to the certificate of Incorporation of the Corporation has
been duly adopted in accordance with the provisions of Section 241 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 3rd
day of May, 1989.
/s/ Gilda G. Schechter
Gilda G. Schechter,
Executive Vice President
ATTEST:
/s/ Randolph J. Mittasch
Randolph J. Mittasch, Secretary
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
OF
THE CARE GROUP, INC.
The Undersigned, being the President of The Care Group, Inc. a Delaware
corporation (the -Corporation-), hereby certifies and sets forth:
1. The name of the corporation is THE CARE GROUP, INC. the name under
which the Corporation was formed is THE CARE GROUP, INC.
2. On May 4, 1984, the Corporation filed an amendment (the
- -Amendment-) to its Certificate of Incorporation which is inaccurate in the
following two respects:
(a) The phrase -Rule 13(d)(3)- that appears in ARTICLE TENTH of
the Certificate of Incorporation, which Article is set forth in paragraph 4 of
the Amendment, should read -Section 13(d)(3).- Accordingly, paragraph 4 of the
Amendment, as corrected, reads in its entirety as follows:
A new ARTicle tenth is hereby added to the certificate of incorporation which
shall read in its entirety as follows: -no person or group as defined in section
13(d)(3) of the securities exchange act of 1934, as amended (the -exchange
act-), may, after may 15, 1989, acquire beneficial ownership (as defined in rule
13d-3 under the exchange act) of 10% or more of any class of equity securities
of the corporation without the prior written consent of all state health
regulatory agencies or state health commissions governing the corporation=s
activities that require such consent, including the new york state department of
health planning and development agency. The requirements of this article tenth
apply to neither (i) persons who beneficially owned (as defined in rule 13d-3
under exchange act) more than 10% of any class of the corporation=s equity
securities prior to may 15, 1989, nor (ii) securities held by broker-dealers
registered under section 15 of the exchange act solely for bona fide market
making purposes.-
(b) The Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, not Section 241 as the Amendment=s adoption clause currently states.
Accordingly, the Amendment=s adoption clause, as corrected, reads in it
entirety as follows:
-This amendment to the Certificate of Incorporation of the
Corporation has been duly adopted in accordance with the provisions of
Section 242
This Certificate of Correction was duly adopted in accordance with the
provisions of Section 103 (f) of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
11th day of July, 1989.
/s/ Ann T. Mittasch,
Ann T. Mittasch, President
ATTEST:
/s/ Randolph J. Mittasch
Randolph J. Mittasch
Secretary
CERTIFICATE OF OWNERSHIP AND MERGER
OF
WINDSOR INTERNATIONAL AGENCIES, INC.
(a New York corporation)
into
The Care Group, Inc.
(a Delaware corporation)
It is hereby certified that:
1. The Care Group, Inc. (the -Corporation-) is a business corporation
of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares of
Windsor International Agencies, Inc. (-Windsor-), which is a business
corporation of the State of New York.
3. The laws of the jurisdiction of organization of Windsor permit the
merger of a business corporation of that jurisdiction with a business
corporation of another jurisdiction.
4. The Corporation hereby merges Windsor into the Corporation.
5. The following is a copy of the resolutions adopted on June 20, 1991
by the Board of Directors of the Corporation to merge Windsor into the
Corporation:
RESOLVED, that Windsor be merged into the Corporation, and that all of the
estate, property rights, privileges, powers and franchises of Windsor be vested
in and held and enjoyed by the Corporation as fully and entirely and without
change or diminution as the same were before held and enjoyed by Windsor in its
name; and be it furtherheld and enjoyed by Windsor in its name; and be it
further
RESOLVED, that the Corporation assume all of the obligations of Windsor; and be
it further
RESOLVED, that the Corporation shall cause to be executed and filed and/or
recorded the documents prescribed by the laws of the State of Delaware, by the
laws of the State of New York, and by the laws of any other appropriate
jurisdiction and will cause to be performed all necessary acts within the
jurisdiction of Windsor and of this Corporation and in any other appropriate
jurisdiction; and be it further
RESOLVED, that the effective time of the Certificate of Ownership and Merger
setting forth a copy of these resolutions shall be July 1, 1991, and that,
insofar as the General Corporation Law of the State of Delaware shall govern the
same, said time shall be the effective merger time.
Executed on June 25, 1991
THE CARE GROUP, INC.
By:/s/ Ann T. Mittasch
Ann T. Mittasch,
President
ATTEST:
/s/ Randolph J. Mittasch
Randolph J. Mittasch,
Secretary
THE CARE GROUP, INC.
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
THE CARE GROUP, INC.
The undersigned, being the Executive Vice President of The Care Group,
Inc., a Delaware corporation (the -Corporation-), hereby certifies and sets
forth:
1. The name of the corporation is THE CARE GROUP, INC. The name under which
the Corporation was formed is THE CARE GROUP, INC. 2. The Certificate of
Incorporation was filed in the office of the Secretary of State, of the
State of Delaware on February 3, 1989. 3. A new ARTICLE ELEVENTH is hereby
added to the Certificate of Incorporation which shall read in its entirety
as follows: ELEVENTH: The Board of Directors shall consist of not less than
3 nor more than 7 members, and subject to such limitation the number of
directors will be fixed from time to time by the Board of Directors. This
Article Eleventh cannot be amended without the affirmative vote of the
holders of more than two-thirds of the share of Common Stock present at a
meeting in person or represented by proxy, provided that a quorum is
present thereat.
This amendment to the Certificate of Incorporation of the Corporation has
been duly adopted in accordance with the provisions of Section 241 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
30th day of June, 1991.
/s/ Gilda G. Schachter
Gilda G. Schachter,
Executive Vice President
ATTEST:
/s/ Randolph J. Mittasch
Randolph J. Mittasch,
Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
THE CARE GROUP, INC.
The undersigned, being the majority of directors of The Care Group,
Inc., a Delaware corporation (the -Corporation-), hereby certifies and sets
forth:
1. The name of the corporation is THE CARE GROUP, INC. The name under which
the Corporation was formed is THE CARE GROUP, INC.
2. The Certificate of Incorporation was filed in the office of the Secretary
of State, of the State of Delaware on February 3, 1989.
3. The certificate of incorporation of the corporation is hereby amended by
adding a new ARTICLE TWELFTH to the certificate of incorporation which
shall read in its entirety as follows: -12. Directors shall be divided into
three classes, Class I, Class II and Class III. The Board of Directors of
the Company shall determine into which class each director or nominee is
assigned. Each class shall consist of the same number of directors;
provided, however that (i) if the directors cannot be divided evenly into
three classes, Class III shall consist of one fewer director, Class I shall
consist of One more director than Classes II and III. The members of each
class shall be elected for three year terms and until their successors are
elected and shall have qualified; provided however, that the first
directors to be assigned to Class II initially shall be elected for a term
of two years an the first director or directors to be assigned to Class III
initially shall be elected for a term of one year. The provisions of this
Article TWELVE cannot be amended without the affirmative vote of the
holders of more than two-thirds of the shares of Common Stock present at a
meeting in person or represented by proxy, provided that a quorum is
present thereat.-
4. The amendment of the certificate of incorporation herein certified has been
duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
5. The effective time of the amendment herein certified shall be 11:00 a.m. on
June 21, 1995.
IN WITNESS WHEREOF,
the undersigned has executed this Certificate
this 15th day of June, 1995.
/s/ Ann T. Mittasch
Ann T. Mittasch, President
ATTEST:
/s/ Randolph J. Mittasch
Randolph J. Mittasch, Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
THE CARE GROUP, INC.
The undersigned, being the majority of directors of The Care Group,
Inc., a Delaware corporation (the -Corporation-), hereby certifies and sets
forth:
1. The name of the corporation is THE CARE GROUP, INC. The name under which
the Corporation was formed is THE CARE GROUP, INC.
2. The Certificate of Incorporation was filed in the office of the Secretary
of the State of Delaware on February 3, 1989.
3. The paragraph in Article FOURTH of the Certificate of Incorporation of the
Corporation which authorizes the Board of Directors to determine the
preferences, powers, designation, rights, qualifications, limitations, and
restrictions of the preferred stock is hereby amended in its entirety to
read:
-The Board of Directors is hereby authorized to provide for the issuance of
Preferred Stock from time to time in one or more series with such distinctive
serial voting powers, designations, preferences, rights, qualifications,
limitations, and restrictions of the shares of each such series as the Board of
Directors with respect to each series shall determine, which shall include,
without limiting the generality of the foregoing, the determination of any or
all of the following:
(i) the number of shares constituting such series, the par value and the
distinctive designation of such series;
(ii) the extent, if any, to which the shares of such series shall have voting
rights;
(iii)Whether dividends, if any, with respect to such series shall be cumulative
or noncummulative, the dividend rate or method or determining the dividend
rate of such series, and the dates and preferences of dividends on such
series;
(iv) the rights of the shares of such series in the event of voluntary of
involuntary liquidation, dissolution, or winding up of the Corporation, or
upon any distribution of the Corporation=s assets;
(v) whether the shares of such series shall have conversion privileges and, if
so, the terms and conditions of such conversion privileges, including a
provision, if any, for adjustment of the conversion rate and for payment of
additional amounts by holders of Preferred Stock of such series upon exercise of
such conversion privileges;
(vi) whether or not the shares of such series shall be redeemable, and, if so,
the price at and the terms and conditions upon which such shares shall be
redeemable, and whether such series shall have a sinking fund for the
redemption or purchase of shares of such series, and, if so, the terms and
amount of such sinking fund; and
(vii)any other preference and relative, participating, optional, or other
special rights, and qualifications, limitations, or restrictions thereof.
The powers, designations, preferences, rights, qualifications, limitations
and restrictions of the Preferred Stock shall be determined from time to time by
the Board of Directors and shall be stated in a resolution or resolutions
thereof providing for the issuance of such Preferred Stock (a -Preferred Stock
Designation-). Except as may be provided by the Board of Directors in a
Preferred Stock Designation or by law, shares of any series of Preferred Stock
that have been redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by the Corporation, or which, of convertible or
exchangeable, have been converted into or exchanged for shares of stock of any
other class or classes, shall have the status of authorized and unissued shares
of Preferred Stock and may be reissued as a part of the series of which they
were originally a part or may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the Board of Directors or as
part of any other series of Preferred Stock.-
4. The amendment of the certificate of incorporation herein certified has been
duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 15th day
of June, 1995.
/s/ Ann T. Mittasch
Ann T. Mittasch, President
ATTEST:
/s/ Randolph J. Mittasch
Randolph J. Mittasch, Secretary