Exhibit 3.32
ARTICLES OF AMENDMENT AND RESTATEMENT
OF THE
ARTICLES OF INCORPORATION
OF
DRS. SHEER, AHEARN & ASSOCIATES, INC.
DRS. SHEER, AHEARN & ASSOCIATES, INC., a corporation organized and
existing under the laws of the State of Florida (the "CORPORATION"), in order to
amend and restate its Articles of Incorporation in accordance with the
requirements of Chapter 607, Florida Statutes, does hereby, by and through the
undersigned, its President, certify as follows:
1. The amendments to the existing Articles of Incorporation being
effected hereby and incorporated in the Restated Articles of Incorporation set
forth below include the following:
(a) Articles I, II, III, IV, V, VI, VII, VIII, IX and X
are hereby amended by deleting the present Articles
I, II, III, IV, V, VI, VII, VIII, IX and X in their
entirety and substituting therefor the provisions set
forth below in Articles I, II, III, IV, V, VI, VII,
VIII, IX and X of the Restated Articles of
Incorporation; and
(b) Present Articles XI, XII, XIV and XV are deleted in
their entirety.
2. The amendments to the Articles of Incorporation of the
Corporation were approved and adopted by all stockholders of the Corporation on
August 15, 2000, in accordance with Section 607.1003(6), Florida Statutes.
3. These Articles of Amendment and Restatement of Articles of
Incorporation of the Corporation, incorporating the amendments approved and
adopted by the stockholders, were approved and the restatement was adopted by
the Board of Directors of the Corporation on August 15, 2000.
The following constitutes the Restates Articles of Incorporation of
this Corporation as approved by all stockholders of the Corporation:
RESTATED ARTICLES OF INCORPORATION
OF
DRS. SHEER, AHEARN & ASSOCIATES, INC.
ARTICLE I
Name
The name of this corporation shall be:
DRS. SHEER, AHEARN & ASSOCIATES, INC.
ARTICLE II
Principal Office and Mailing Address
The address of the principal office and the mailing address of this
corporation shall be:
1900 Winston Road
Suite 300
Knoxville, TN 37919
ARTICLE III
Business and Purposes
The general purpose for which this corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Business Corporation Act of the State of Florida, and any
amendments thereto, and in connection therewith, this corporation shall have and
may exercise any and all powers conferred from time to time by law upon
corporations formed under such Act.
ARTICLE IV
Capital Stock
(a) The aggregate number of shares of capital stock authorized to
be issued by this corporation shall be One Thousand (1,000) share of common
stock with a par value of $5.00 per share. Each share of such stock shall
entitle the holder thereof to one vote at every annual or special meeting of the
stockholders of this corporation. The consideration for the issuance of the
shares of capital stock may be paid, in whole or in part, in cash, in promissory
notes, in other property (tangible or intangible), in labor or services actually
performed for this corporation, in promises to perform services in the future
evidenced by a written contract, or in other benefits to this corporation at a
fair valuation to be fixed by the Board of Directors. When issued, all shares of
stock shall be fully paid and nonassessable.
(b) In the election of directors of this corporation, there shall
be no cumulative voting of the stock entitled to vote at such election.
(c) No holder of stock of this corporation of any class shall have
any preemptive or preferential right to subscribe to, purchase or receive any
shares of any class of stock of this corporation, whether now or hereafter
authorized, or any notes, debentures, bonds, or other securities convertible
into, or carrying options or warrants to purchase, shares of any class of stock
of this corporation issued or sold or proposed to be issued or sold, or with
respect to which options or warrants shall be granted; but all such shares of
stock of any class, or notes, debentures, bonds or other securities convertible
into, or carrying options or warrants to
2
purchase, shares of any class, may be issued and disposed of or sold by the
Board of Directors on such terms and for such consideration, so far as may be
permitted by law, and to such person or persons (who are qualified to be
stockholders as provided in paragraph (d) of this Article) as the Board of
Directors may determine.
ARTICLE V
Existence of Corporation
This corporation shall have perpetual existence.
ARTICLE VI
Registered Office and Registered Agent
The registered office of this corporation shall be located at 1201 Hays
Street, Tallahassee, FL 32301, and the registered agent of this corporation at
such office shall be The Prentice-Hall Corporation System, Inc. This corporation
shall have the right to change such registered office and such registered agent
from time to time, as provided by law.
ARTICLE VII
Board of Directors
The Board of Directors of this corporation shall consist of not less
than one (1) nor more than fifteen (15) members, the exact number of directors
to be fixed from time to time by the stockholders or the by-laws. The business
and affairs of this corporation shall be managed by the Board of Directors,
which may exercise all such powers of this corporation and do all such lawful
acts and things as are not by law directed or required to be exercised or done
only by the stockholders. A quorum for the transaction of business at meetings
of the directors shall be a majority of the number of directors determined from
time to time to comprise the Board of Directors, and the act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the directors. Subject to the by-laws of this corporation, meetings of the
directors may be held within or without the State of Florida. Directors need not
be stockholders. The stockholders of this corporation may remove any director
from office at any time with or without cause.
ARTICLE VIII
By-Laws
(a) The power to adopt the by-laws of this corporation, to alter,
amend or repeal the by-laws, or to adopt new by-laws, shall be vested in the
Board of Directors of this corporation; provided, however, that any by-law or
amendment thereto as adopted by the Board of Directors may be altered, amended
or repealed by vote of the stockholders entitled to vote thereon, or a new
by-law in lieu thereof may be adopted by the stockholders, and the stockholders
may prescribe in any by-law made by them that such by-law shall not be altered,
amended or repealed by the Board of Directors.
3
(b) The by-laws of this corporation shall be for the government of
this corporation and may contain any provisions or requirements for the
management or conduct of the affairs and business of this corporation, provided
the same are not inconsistent with the provisions of these Articles of
Incorporation, or contrary to the laws of the State of Florida or of the United
States.
ARTICLE IX
Amendment of Articles of Incorporation
This corporation reserves the right to amend, alter, change or repeal
any provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are subject to this reservation.
ARTICLE X
Affiliated Transactions
The provisions of Section 607.0901, Florida Statutes, relating to
affiliated transactions, shall be inapplicable to this corporation.
* * *
The foregoing Restated Articles of Incorporation restate, integrate and
amend, pursuant to the amendments herein, the provisions of this corporation's
Articles of Incorporation as currently in effect; and there is no discrepancy
between the provisions of this corporation's Articles of Incorporation, as
amended hereby, and the provisions of these Restated Articles of Incorporation.
Upon the approval of these Articles of Amendment and Restatement of
Articles of Incorporation by the Secretary of State of the State of Florida and
the payment of all fees required by the laws of the State of Florida, this
corporation's original Articles of Incorporation, as amended hereby, shall be
superseded and thenceforth, the Restated Articles of Incorporation as set forth
herein shall be the Articles of Incorporation of this corporation.
4
IN WITNESS WHEREOF, Drs. Sheer, Ahearn & Associates, Inc. has caused
these Articles of Amendment and Restatement of Articles of Incorporation to be
executed by its President this 15th day of August, 2000.
DRS. SHEER, AHEARN & ASSOCIATES, INC.
By: /s/ H. Kirby Blankenship
--------------------------------------
H. Kirby Blankenship, M.D., President