Exhibit 3.149
ARTICLES OF INCORPORATION
OF
NORTHWEST HOSPITAL MEDICINE PHYSICIANS, INC.
The undersigned does hereby act as incorporator in adopting the following
Articles of Incorporation for the purpose of organizing a corporation for
profit, pursuant to the provisions of the Washington Business Corporation Act.
FIRST: The corporate name for the corporation (hereinafter called the
"corporation") is:
NORTHWEST HOSPITAL MEDICINE PHYSICIANS, INC.
SECOND: The number of shares which the corporation is authorized to issue
is One Thousand (1,000), all of which are of a par value of One Dollar ($1.00)
each and are of the same class and are to be Common shares.
THIRD: The street address of the initial registered office of the
corporation in the State of Washington is 202 North Phoenix Street, Olympia,
Washington 98506.
The name of the initial registered agent of the corporation at the said
registered office is Corporation Service Company.
FOURTH: The name and the address of the incorporator are:
NAME ADDRESS
John R. Stair 1900 Winston Road, Suite 300
Knoxville, TN 37919
FIFTH: The purposes for which the corporation is organized are to engage
in medical staffing services and any other lawful business granted to
corporations organized under the Washington Business Corporation Act, whether
granted by specific statutory authority or by construction of law.
SIXTH: No holder of any of the shares of any class of the corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the corporation which the corporation proposes to
issue or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation; and
any and all of such shares, bonds, securities, or obligations of the
corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued if the same have been reacquired and if their reissue is not
prohibited, and any and all of such rights and options may be granted by the
Board
1
of Directors to such individuals and entities, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
SEVENTH: The corporation shall, to the fullest extent permitted by the
provisions of the Washington Business Corporation Act, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
EIGHTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of the
Washington Business Corporation Act, as the same may be amended and
supplemented.
NINTH: Except as otherwise prescribed by the provisions of Section
23B.07.270 of the Washington Business Corporation Act, with respect to any
shareholder action for which the vote of at least a two-thirds proportion of all
the votes entitled to be cast by any voting group of shareholders of the
corporation is otherwise required by the provisions of the Washington Business
Corporation Act for the adoption of that action, the vote of at least a majority
of all the votes entitled to be cast by such voting group shall be sufficient
for the adoption of that action.
TENTH: Any action required or permitted by the provisions of the
Washington Business Corporation Act to be taken at a shareholders' meeting may
be taken without a meeting or a vote if the action is taken by shareholders
holding of record or otherwise entitled to vote in the aggregate not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote on the action were
present and voted, to the fullest extent and in the manner authorized by the
provisions of Section 23B.07.040 of the Washington Business Corporation Act.
ELEVENTH: Shareholders shall not be entitled to cumulate their votes in
the election of directors.
TWELFTH: The duration of the corporation shall be perpetual.
Signed on this the 15(th) day of December, 2005.
--------------------------------
John R. Stair, Incorporator
2
CONSENT TO APPOINTMENT AS REGISTERED AGENT
The undersigned corporation does hereby consent to serve as registered agent in
the State of Washington for the above-named corporation. As registered agent for
the corporation, it is the responsibility of the undersigned to accept service
of process on behalf of the corporation, to forward license renewals, and to
immediately notify the Office of the Secretary of State in the event of its
resignation or of any changes in the registered office address.
Signed on
Corporation Service Company
By__________________________________
3