Exhibit 3.176
ARTICLES OF INCORPORATION
OF
ROGER D. COPENHAVER, JR., M.D., P.A.
I, the undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract and a Doctor of Medicine, licensed or otherwise
legally authorized to practice by and within the State of Florida, hereby acting
as incorporator for the purpose of forming a Professional Service Corporation
for profit by virtue of the provisions of Chapter 621, Florida Statutes, and
Chapter 608, Part I and Part II, Florida Statutes, do hereby adopt the following
Articles of Incorporation.
ARTICLE I
Corporation Name
The name of this corporation shall be:
ROGER D. COPENHAVER, JR., M.D., P.A.
ARTICLE II
Nature of Business
The general nature of business and the proposed objects and purposes to be
transacted, promoted and carried on by the corporation are to do any and all
things hereinafter mentioned as fully and to the same effect and extent as
natural persons might or could do under the laws of the State of Florida, viz.,
1. To engage in every aspect of the practice of medicine and all its fields of
specialization as are engaged in by Doctors of Medicine in this State.
2. To engage and render the professional service involved only through its
officers, agents and employees who are Doctors of Medicine in good standing and
duly licensed or otherwise legally authorized within the State of Florida to
render the same professional service as this corporation.
3. To invest its funds in real estate, mortgages, stocks, bonds and any other
type of investments permitted by law.
4. To own real and personal property necessary for the rendering of the
professional services hereby authorized.
5. To engage in no other business other than the rendering of the professional
services specified herein.
ARTICLE III
Capital Stock
A. The maximum number of shares of stock that the corporation is authorized to
have outstanding at any one time shall be Five Thousand (5,000) shares of common
stock with One Dollar ($1.00) per share par value.
B. The consideration to be paid for each share shall be payable in lawful money
of the United States of America, or in property, labor or services which, in the
judgment of the Board of Directors of this corporation, shall be of the
valuation equivalent to the value of the stock to be issued.
C. Shares of the corporation's stock and certificates therefor shall be issued
only to Doctors of Medicine in good standing and duly licensed or otherwise
legally authorized within the State of Florida to render the same professional
service as this corporation.
ARTICLE IV
Initial Capital
The amount of capital with which this corporation shall begin business shall be
not less than the sum of Five Hundred Dollars ($500.00).
ARTICLE V
Term of Existence
This corporation shall have perpetual existence.
ARTICLE VI
Corporation Address and Registered Agent
The initial principal office of this corporation shall be located in the City of
Bradenton, County of Manatee, State of Florida, and the initial post office
address of the principal office of this corporation shall be 3611 N. Howard
Ave., Apt. C-105, Tampa, Florida. The initial Registered Agent is Roger D.
Copenhaver, Jr., M.D., 3611 North Howard Avenue, Tampa, Florida.
ARTICLE VII
Informal Shareholder Action
Any action of the shareholders may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be signed by all the persons
who would be entitled to vote upon such action at a meeting and filed with the
secretary of the corporation as part of the corporate records.
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ARTICLE VIII
Stock Transfer Agreements
A. If all, or any, of the shareholders or subscribers to stock of the
corporation shall enter into any agreement between themselves or with the
corporation or third persons, abridging, limiting, restricting or changing the
rights or interest of any one or more of the shareholders or subscribers to
sell, assign, transfer, mortgage, pledge, hypothecate or transfer on the books
of the corporation, any and all of the stocks of the corporation held by them
and if a copy of the agreement is filed with the corporation, all certificates
of shares subject to such agreement or restriction shall have a reference
thereto endorsed thereon by an officer of the corporation and such stock shall
not thereafter be transferred on the books of the corporation except in
accordance with the terms and provisions of the agreement. If the agreement so
provides, the certificates of stock shall be registered so that shares standing
in the name of any person as pledgee, trustee, or other fiduciary may be voted,
in person or by proxy, and without proof of authority.
B. Provided, however, any such agreement shall be subject to the requirements of
Florida Statute 621, and no stockholder may sell or transfer any of such
stockholder's shares of stock in this corporation except to another individual
who is, under the provisions of Florida Statute 621, eligible to be a
stockholder of this corporation.
ARTICLE IX
Pre-emptive Rights
Each shareholder of this corporation shall have the first right to purchase
shares (and securities convertible into shares) of any class, kind or series of
stock in this corporation that may from time to time be issued (whether or not
presently authorized), including shares from the treasury of this corporation,
in the ratio that the number of shares he holds at the time of issue bears to
the total number of shares outstanding exclusive of treasury shares. Such right
extends to stock issued for cash, services, property, discharge from debt, or
any other consideration. This right shall be deemed waived by any shareholder
who does not exercise it and pay for he shares pre-empted within thirty (30)
days of receipt of a notice in writing from the corporation stating the prices,
terms and conditions of the issue of shares and inviting him to exercise his
pre-emptive rights. This right may also be waived by affirmative written waiver
submitted by the shareholder to the corporation within thirty (30) days of
receipt of notice from the corporation.
ARTICLE X
Inspection of Books
Each shareholder shall have the unqualified right and privilege to examine all
corporate books, records and correspondence. This privilege of examination is
conditioned by the provision that the shareholder agrees to indemnify the
corporation for losses suffered by improper disclosure of
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information obtained in the course of such inspection. The shareholder may not
delegate the right of inspection.
ARTICLE XI
Directors
A. Selection and Replacement
1. The business of the corporation shall be managed initially by a Board of
three (3) Directors. The number of Directors may be, as provided for by By-Laws
adopted by the stockholders, increased or decreased, but shall never be less
than three (3) Directors.
2. In any election of Directors by the stockholders, each stockholder of record
shall have the right to cumulate his shares and to give one candidate as many
votes as the number of Directors to be elected multiplied by the number of
shares equals, or to distribute them on the same principal among as many
candidates as he sees fit; provided, however, that notice shall be given by any
shareholder to the President, or a Vice President, of the corporation not less
than twenty-four (24) hours before the time fixed for the holding of the meeting
for the election of Directors that he intends to accumulate his votes at such
election. This right to vote cumulatively shall not be further restricted or
qualified by any provision in the By-Laws of the corporation.
3. Except as provided in Article XIX.B, any vacancy on the Board of Directors
shall be filled by the stockholders at regular or special meeting called for
that purpose. A shareholder removed as a Director for cause shall not be
entitled to vote to fill his own vacancy by voting for himself without prior
approval secured by the affirmative vote of 100% of the outstanding shares of
all classes of stock entitled to vote, exclusive of his own shares of stock.
B. Director Meetings
The presence of a majority of the Board shall be necessary at any meeting to
constitute a quorum to transact business. No action shall be taken at a meeting
of the Board except by majority vote of the members of the Board present at the
meeting. In lieu of acting at a meeting, the Board may act without a meeting
provided that written consent to the action in question is signed by all the
Directors and filed with the minutes of the Board before or after the action in
question is taken.
C. Executive Committee
The Directors may annually appoint from among themselves two Directors who shall
serve as an Executive Committee and said Committee shall have the full powers of
the Board of Directors when said Board is not in session to transact the
ordinary business of the corporation. By way of illustration, the ordinary,
business of this corporation shall not include the employment of the officers,
the determination of their duties, their compensation or their dismissal
(whether in the capacity of an officer, or in some other additional capacity),
the formation and installation of profit sharing forms of compensation, the
declaration of dividends, the issuance of stock, the
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borrowing of funds or establishing lines of credit for the corporation, the
bringing of suits, or the amendment of by-laws, or the exercise of option
arrangements under the provision of any agreement permitting the corporation to
purchase stock of this or another corporation.
The requirements of notice and quorum and informal action by written consent,
which apply to the Board of Directors apply to the Executive Committee.
ARTICLE XII
Partly Paid Shares
The Board of Directors may by resolution authorize the issue of the whole or of
any part of the shares of stock of the corporation as partly paid, subject to
the provisions of Florida Statutes, Chapter 608.16, subparagraphs 1 and 2, or
any successors thereto.
ARTICLE XIII
Interested Directors
A. No contract or other transaction between a corporation and one or more of its
directors, or between a corporation and any other corporation, firm, association
or other entity in which one or more of its directors are directors or officers,
or are financially interested, shall be either void or voidable for this reason
alone or by reason alone that such director or directors are present at the
meeting of the board, as of a committee thereof, which approves such contract or
transaction, or that his or their votes are counted for such purposes.
1. If the fact of such common directorship, officership or financial interest is
disclosed or known to the board or committee, and the board or committee
approves such contract or transaction by vote sufficient for such purpose
without counting the vote or votes of such interested director or directors; or
2. If such common directorship, officership or financial interest is disclosed
or known to the shareholders entitled to vote thereon, and such contract or
transaction is approved by vote of the shareholders; or
3. If the contract or transaction is fair and reasonable as to the corporation
at the time it is approved by the board, a committee or the shareholders.
B. Common or interested directors may be counted in determining the presence of
a quorum at a meeting of the Board or of a committee which approves such
contract or transaction.
C. The Board shall have authority to fix the compensation of Directors for
services in any capacity.
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ARTICLE XIV
Long-Term Employment Contract
The Board of Directors may authorize the corporation to enter into employment
contracts with any executive officer for periods longer than one year, and any
charter or by-law provision for annual election shall be without prejudice to
the contract rights, if any, of any executive officer under such contracts.
ARTICLE XV
Director Reliance on Corporate Records
A Director shall not be liable for dividends illegally declared, distributions
illegally made to shareholders, or any other action taken in reliance in good
faith upon financial statements of the corporation represented to him to be
correct by the President of the corporation or the officer having charge of the
books of account, or certified by an independent or certified accountant to
clearly reflect the financial condition of the corporation; nor shall he be
liable if in good faith in determining the amount available for dividends or
distribution he considers the assets to be of ample value.
ARTICLE XVI
Initial Directors
The names and post office addresses of the three members of the first Board of
Directors are as follows:
NAME ADDRESS
- ---- -------
Roger D. Copenhaver, Jr., M.D. 3611 N. Howard Avenue
Apartment C-l05
Tampa, Florida
Kirby Blankenship, M.D. C/O Tampa General Hospital
Tampa, Florida
Howard Franklin, M.D. C/O Tampa General Hospital
Tampa, Florida
ARTICLE XVII
Subscribers
The name and post office address of the subscriber to these Articles of
Incorporation is as follows:
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NAME ADDRESS
- ---- -------
Roger D. Copenhaver, Jr., M.D. 3611 N. Howard Avenue
Apartment C-105
Tampa, Florida
The subscriber certifies that the proceeds of the stock subscribed for will not
be less than the amount of capital with which the corporation will begin
business as set forth in Article IV hereinabove.
ARTICLE XVIII
Severance and Termination of Employment
If any officer, director, stockholder, agent or employee of this corporation who
has been rendering professional medical services to the public:
1. For any reason ceases to be an active member of the medical profession in
good standing and duly licensed or otherwise legally authorized within the State
of Florida to render the same professional services as this corporation, or;
2. Is elected to a public office or accepts employment that, pursuant to law,
places restrictions or limitations upon his continued rendering of professional
services as a Doctor of Medicine then, in any such event, such person's office
and/or employment with and/or financial interest in this corporation shall cease
forthwith; subject, however, to the provisions of Article XIX.B, dealing with
"Amendments". Should any amendment be effected which changes the nature and
purpose of this corporation so that the restrictions of Florida Statute 621 do
not apply, then the restriction of this Article shall not thereafter apply;
provided, however, that until such amendment is effected, such person shall
render no professional services, shall hold no office, shall not serve on the
Board of this corporation, and shall have no financial interest in this
corporation except to receive payment for any stock owned and any other amounts
that are lawfully due and owing by the corporation.
ARTICLE XIX
Amendments
A. These Articles of Incorporation may be amended in the manner provided by law.
Each amendment shall be approved by the Board of Directors and proposed by them
to the stockholders, and approved at a Stockholders' Meeting unless all the
Directors and all the stockholders sign a written statement manifesting their
intention that a certain amendment to these Articles of Incorporation be made.
All rights conferred on stockholders herein are granted subject to this
reservation.
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B. In the event the ownership of shares of this corporation shall be in any
person, trust, corporation, estate or partnership who is not qualified to own
such shares under the provisions of Chapter 621, Florida Statutes, and there has
been no voluntary transfer of stock contrary to Article VIII.B, or to law, the
Board of Directors and shareholders shall have the power to amend these Articles
of Incorporation in the manner and method prescribed in subparagraph A. of this
Article to effect a change in the nature and purpose of the business authorized
by these Articles of Incorporation so that this corporation shall have the power
to conduct any business authorized by Chapter 608, Florida Statutes. If there is
a vacancy on the Board of Directors at or after the occurrence of the event
referred to in this subparagraph, that vacancy shall be filled by the remaining
Board of Directors until this amendment is complete and effective, or until such
ownership of shares no longer exists. No stockholder shall be ineligible to vote
on any such amendment merely because he is an ineligible shareholder under
Florida Statute 621; but he shall have no other voting right.
ARTICLE XX
Rights of Stockholder Whose Interest
Terminates Under Article XVIII
If any shareholder of this corporation be required to terminate his financial
interest in this corporation because of the application of Article XVIII, or the
application of Chapter 621, Florida Statutes and should these Articles not be
amended as provided in Article XIXB, the financial interest of such shareholder
shall terminate immediately and automatically except to receive payment for such
stock in this corporation as may be owned by him, and any other amounts that are
lawfully due and owing to him by the corporation; and such shares of stock shall
not be entitled to dividends, or stock rights of any kind. Such stock shall be
forthwith transferred, sold, purchased, pledged or redeemed at such price or
value and under such terms as shall be authorized or set forth in the By-Laws or
Shareholders' Agreement, if any, and if not, by mutual agreement or, if no such
agreement can be reached, then by arbitration as provided in Article XXI,
dealing with "Arbitration".
ARTICLE XXI
Deadlock
A. Should deadlock, dispute or controversy arise among the shareholders or
Directors of the corporation in regard to matters of management and company
policy or matters arising under the provisions of this Charter and should the
shareholders, by using their legal power and influence as shareholders, be
unable to resolve such deadlock, dispute or controversy, the matter shall be
submitted by the shareholders to arbitration.
B. Should the shareholders be unable to agree as to the scope of this provision
or the application of this provision to the deadlock, dispute or controversy at
issue, the scope and applicability of this provision shall be determined by the
arbitrator.
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C. The arbitrator shall be Richard O. Jacobs, St. Petersburg, Florida. The
shareholders shall reserve the right to replace the arbitrator by unanimous vote
of the shares outstanding and entitled to vote.
D. Should the shareholders be unable to unanimously elect a successor
arbitrator, the deadlock, dispute or controversy shall be submitted to the
American Arbitration Association at its nearest office, in accordance with its
rules.
E. The decision of the arbitrator shall be final and binding upon all
shareholders. The shareholders shall vote their shares as the arbitrator shall
direct.
F. To enforce these provisions, the arbitrator may obtain an injunction from a
court having jurisdiction to direct the shareholder to vote as the arbitrator
has determined.
G. After arbitration and settlement, should matters in controversy continue to
arise, the arbitrator shall determine when arbitration shall no longer
reasonably resolve the deadlock, dispute or controversy. Upon the making of such
a determination by the arbitrator, the objecting shareholder shall offer for
sale, first to the corporation and then to the remaining shareholders, his stock
interest in the corporation upon the terms of sale and methods of valuation of
any buy and sell or option-purchase agreement to which the shareholders and the
corporation shall then be a party. Should there be no valid agreement then in
effect, the terms of sale and valuation of stock shall be determined by mutual
agreement of the parties; however, should they be unable to agree, the terms of
sale and valuation of stock shall be determined by the arbitrator.
H. The corporation and the remaining shareholders shall each have sixty (60)
days to exercise their option. Should the corporation or remaining shareholders
refuse to exercise their option to purchase the shares of the objecting
shareholder, the shareholders, upon the written demand of the objecting
shareholder, shall unanimously vote to voluntarily dissolve the corporation.
Should a shareholder refuse to vote his stock in this manner, the arbitrator may
obtain an injunction from a court with jurisdiction to direct the shareholder to
so vote.
IN WITNESS WHEREOF, I, the undersigned subscribing incorporator, have hereunto
set my hand and seal this 19 day of January, 1970, for the purpose of forming
this corporation under the laws of the State of Florida, and I hereby make,
subscribe, acknowledge and file in the Office of the Secretary of State of
Florida these Articles of Incorporation and certify that the facts herein stated
are true.
/s/ Roger D. Copenhaver, Jr., M.D. (SEAL)
- ----------------------------------
ROGER D. COPENHAVER, JR., M.D.
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STATE OF FLORIDA )
COUNTY OP HILLSBOROUGH )
Before me, personally appeared this day ROGER D. COPENHAVER, JR., M.D., the
party to the foregoing Articles of Incorporation, to me well known and known to
be the individual described in and who executed the foregoing Articles of
Incorporation and he acknowledged before me that he made, subscribed and
acknowledged the foregoing as his voluntary act and deed and that the facts set
forth therein are true and correct.
WITNESS my hand and official seal in St. Petersburg, Pinellas County, Florida,
this 19 day of January, l970.
/s/ X
- -------------------------------------
NOTARY PUBLIC
My commission expires: Sept. 15, 1973
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CERTIFICATE OF AMENDMENT OF
THE ARTICLES OF INCORPORATION
ROGER D. COPENHAVER, JR., M.D., P.A., a Florida corporation, under its corporate
seal and hands of the President and Secretary, hereby certifies that:
I
The Board of Directors and Stockholders of said corporation at a joint meeting
called and held on December 9, 1971, adopted the following Resolutions by a
majority vote:
RESOLVED, that Article I of the Articles of Incorporation of ROGER D.
COPENHAVER, JR., M.D., be amended to read as follows:
ARTICLE I
CORPORATE NAME
The name of the corporation shall be COPENHAVER, DECKER & BELL, M.D.'S, P.A.
FURTHER RESOLVED, that the change in corporate name shall be effective February
4,1972, and be it
FURTHER RESOLVED, that the proper officers of the corporation be and the same
hereby are directed and authorized to execute any and all documents necessary to
effectuate the above resolutions.
II
The above resolutions were adopted by a majority vote of the Board of Directors
and a majority vote of all the Stockholders of the corporation at said joint
meeting held on December 9, 1971.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed in
its name by its President and its corporate seal to be hereunto affixed and
attested by its Secretary this 20 day of December, 1971.
ROGER D. COPENHAVER, JR.,
M.D., P.A., a Florida
ATTEST: corporation
/s/ Thomas Decker M.D. By Roger D. Copenhaver, Jr., M.D.
- ------------------------------------- -------------------------------------
THOMAS DECKER, Secretary ROGER D. COPENHAVER, JR.
President
(Corporate Seal)
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STATE OF FLORIDA
COUNTY OF PINELLAS
Before me personally appeared ROGER D. COPENHAVER, JR. and THOMAS DECKER,
President and Secretary, respectively, of ROGER D. COPENHAVER, JR., M.D., P.A.,
to me well known and known to me to be the persons described in and who executed
the foregoing instrument and acknowledged to and before me that they executed
said instrument for the purposes therein expressed.
WITNESS my hand and official seal at Clearwater, Pinellas County, Florida, this
30 day of December, 1971.
/s/ X
- -------------------------------------
Notary Public
My Commission Expires:
April 10, 1973
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CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
COPENHAVER, DECKER & BELL, M.D.'s, P.A.
The above-named Florida corporation, under its corporate seal and hands of the
President and Secretary, hereby certifies that:
I
The Board of Directors and Stockholders of said corporation at a joint meeting
called and held on the 11th day of May, 1978, adopted the following resolutions
by a majority vote:
RESOLVED, that the Certificate of Incorporation and the Articles of
Incorporation be amended in the following particulars:
Article I, corporation name, be amended to read as follows:
"ARTICLE I
The name of the corporation shall be:
COPENHAVER, BELL & ASSOCIATES, M.D.'s, P.A.
FURTHER RESOLVED, that the President and Secretary of the corporation be, and
they hereby are, directed to file a Certificate with the Secretary of State,
Corporate Division, State of Florida, to effectuate the amendment.
II
The above resolutions were adopted by a majority vote of the Board of Directors
and a majority vote of all the Stockholders of the corporation at said joint
meeting held on the 11th day of May, 1978.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed in
its name by its President and its corporate seal to be hereunto affixed and
attested by its Secretary this 24th day of May, 1978.
ATTEST: COPENHAVER, DECKER & BELL, MD.'s, P.A.
/s/ Frederick C. Wurtzel By: /s/ Roger D. Copenhaver, Jr.
- ------------------------------------- ------------------------------------
Secretary President
FREDERICK C. WURTZEL ROGER D. COPENHAVER
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STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing was acknowledged before me this 24th day of May, 1978, by the
above-named President and Secretary of said corporation.
Witness my hand and seal this 24th day of May, 1978, in the above state and
county last aforesaid.
/s/ X
- -------------------------------------
NOTARY PUBLIC
My Commission expires:
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ARTICLES OF AMENDMENT
OF
COPENHAVER, BELL & ASSOCIATES, M.D.'S, P.A.
The undersigned corporation, in accordance with the Florida General Corporation
Act, the Professional Service Corporation Act and its Bylaws, hereby amends its
Articles of Incorporation in its entirety and hereby adopts the following
Amended Articles of Incorporation:
ARTICLE I
NAME
The name of this corporation is Copenhaver, Bell & Associates, M.D.'s, Inc.
ARTICLE II
DURATION
This corporation shall exist perpetually.
ARTICLE III
PURPOSES
This corporation may engage in any activity or business permitted under the laws
of the United States of America and of this State.
ARTICLE IV
CAPITAL STOCK
This corporation is authorized to issue Five Thousand (5,000) shares of One
Dollar ($1.00) par value common stock.
ARTICLE V
REGISTERED OFFICE AND REGISTERED AGENT
The name of the Registered bent of this corporation and the street address of
the Registered Office are Roger D. Copenhaver, Jr., M.D., 1421 Court Street,
Suite A, Clearwater, Florida 34616.
ARTICLE VI
BOARD OF DIRECTORS
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This corporation shall have four (4) directors. The number of directors may be
either increased or decreased from time to time as provided in the Bylaws, but
shall never be less than one (1). The names and addresses of the directors of
this corporation are Roger D. Copenhaver, Jr., M.D., John W. Bell, M.D., Terry.
R. Meadows, M.D. and Frank Pidala, M.D., 1421 Court Street, Suite A, Clearwater,
FL 34616.
ARTICLE VII
INCORPORATOR
The name and address of the Incorporator of this Corporation were Roger D.
Copenhaver, Jr., M.D., 1421 Court Street, Suite A, Clearwater, FL 34616.
ARTICLE VIII
AMENDMENT
This corporation reserves the right to amend or repeal provisions contained in
these Articles of Incorporation, or any amendment hereto, and any right
conferred upon the shareholders is subject to this reservation.
ARTICLE IX
BYLAWS
The initial Bylaws shall be adopted by the Board of Directors. The power to
alter, amend, or repeal the Bylaws or adopt new Bylaws is vested in the Board of
Directors, subject to repeal or change by action of the shareholders.
ARTICLE X
INFORMAL SHAREHOLDER ACTION
The holders of not less than a majority of the issued and outstanding shares of
the voting stock of the corporation may act by written agreement without a
meeting, as provided in Florida Statutes 607.394 and the Bylaws.
The Amended Articles of Incorporation have been adopted by written action of the
Directors and shareholders of the Corporation pursuant to Section 607.181(3),
Florida Statutes.
A copy of such Written Action follows these Amended Articles of Incorporation.
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IN WITNESS WHEREOF, the undersigned has executed these Amended Articles of
Incorporation this 12 day of DEC, 1996.
Copenhaver, Bell & Associates,
M.D.'s, P.A.
(CORPORATE SEAL)
By: /s/ John W. Bell
------------------------------------
John W. Bell, M.D., President
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
COPENHAVER, BELL & ASSOCIATES, M.D.'S, INC.
Pursuant to the provisions of Section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: The name of the corporation is Copenhaver, Bell & Associates, M.D.'s,
Inc.
SECOND: Article I of the Articles of Incorporation is hereby amended to change
the name of the corporation and shall read in its entirety as follows:
ARTICLE I
NAME
The name of this corporation is EmCare of Florida, Inc.
THIRD: This amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
FOURTH: The date on which the amendment was adopted: April 10, 1998.
FIFTH: The amendment was approved by the written consent in lieu of special
meeting of the sole shareholder.
Signed this 10th day of April, 1998.
COPENHAVER, BELL & ASSOCIATES, M.D.'S,
INC.
By: /s/ William F. Miller, III
------------------------------------
William F. Miller, III,
Vice President
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