FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 28 1995
No. 10854-95
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
CONCENTRA MANAGEMENT SERVICES, INC.
The undersigned incorporator executes these Articles of Incorporation for
the purpose of forming a corporation under Chapter 78 of the Nevada Revised
Statutes.
ARTICLE I
NAME
----
The name of the corporation is Concentra Management Services, Inc.
(the "Corporation").
ARTICLE II
RESIDENT AGENT
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The name and street address of the resident agent is The Corporation Trust
Company of Nevada, One East First Street, Reno, Nevada 89501.
ARTICLE III
SHARES OF STOCK
---------------
The number of shares the Corporation is authorized to issue is 1,000,000
shares of common stock, $.01 par value.
ARTICLE IV
GOVERNING BOARD
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SECTION 4.1 BOARD. The governing board shall be styled as directors, and
the number for the first board of directors shall be three (3). Provided that
the Corporation has as least one director, the number of directors may at any
time or times be increased or decreased as provided in the bylaws.
SECTION 4.2 FIRST DIRECTORS. The names and business post office box
addresses of the first directors are as follows:
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Richard D. Rehm, M.D. 3010 LBJ Freeway, Suite 400 Dallas, Texas 75234
John K. Carlyle 3010 LBJ Freeway, Suite 400 Dallas, Texas 75234
James M. Greenwood 3010 LBJ Freeway, Suite 400 Dallas, Texas 75234
ARTICLE V
INCORPORATOR
------------
The name and business address of the incorporator signing these articles of
incorporation is Lawrence E. Glasgow, Esq., 8333 Douglas Avenue, Suite 900,
Dallas, Texas 75225.
ARTICLE VI
DIRECTORS' AND OFFICERS' LIABILITY
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No director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer. However, the foregoing provision shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article VI by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
ARTICLE VII
INDEMNITY
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SECTION 7.1 RIGHT TO INDEMNITY. Every person who was or is a party, or is
threatened to be made party to, or is involved in, any threatened, pending or
completed action, suit or
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proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person or a person for whom such person is the legal
representative is or was a director, officer, agent or employee of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally permissible under
the laws of the State of Nevada, from time to time existing, against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person. Such
right of indemnification shall not be exclusive of any other right which such
director, officer or representative may have or hereafter acquire, and, without
limiting the generality of such statement, such persons shall be entitled to
their respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law, or otherwise, as well as their rights under this
Article VII.
SECTION 7.2 EXPENSES ADVANCED. Expenses of directors and officers incurred
in defending a civil or criminal action, suit or proceeding by reason of any act
or omission of such director or officer acting as a director or officer shall be
paid by the Corporation as such expenses are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of any
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that such person
is not entitled to be indemnified by the Corporation.
SECTION 7.3 BYLAWS AND INSURANCE. Without limiting the application of the
foregoing, the board of directors may adopt bylaws from time to time with
respect to indemnification, to
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provide at all times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the Corporation to purchase and maintain
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred in
any such capacity or arising out of such status, to the fullest extent permitted
by the laws of the State of Nevada, whether or not the Corporation would have
the power to indemnify such person against such liability and expenses.
SECTION 7.4 SURVIVAL. The indemnification and advancement of expenses
provided in this Article VII shall continue for a person who has ceased to be a
director. officer, employee or agent, and inures to the benefit of the heirs,
executors and administrators of such a person.
INCORPORATOR:
/s/ Lawrence E. Glasgow
-----------------------
Date: June 27, 1995 Lawrence E. Glasgow
STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
On this 27th day of June, 1995, there personally appeared before me a
Notary Public, Lawrence E. Glasgow, who acknowledged that he executed the
foregoing articles of incorporation.
[Official stamp of
Audrey L. Driskell,
Notary Public, State of Texas
Comm. Expires 9-6-96]
Audrey L. Driskell
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Notary Public
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