Exhibit 3.240
State of Missouri
Matt Blunt, Secretary of State
Corporations Division James C. Kirkpatrick State Information Center
P.O. Box 778, Jefferson City, 600 W. Main Street, Rm 322, Jefferson City,
MO 65102 MO 65101
Statement of Change of Registered Agent and/or
Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation
Instructions
1. This form is to be used by either a for profit or nonprofit corporation to
change either or both the name of its registered agent and/or the address of its
existing registered agent.
2. There is a $10.00 fee for filing this statement. It must be filed in
DUPLICATE.
3. P.O. Box may only be used in conjunction with a physical street address.
4. Agent and address must be in the State of Missouri.
5. The corporation may not act as its own agent.
Charter No. 00150975
(1) The name of the corporation is: EMCARE PHYSICIAN PROVIDERS, INC.
(2) The address, including street and number; of its present registered office
(before change) is: 300-B East High Street, (Address) Jefferson City, MO 65101
(City/State/Zip)
(3) The address, including street and number, of its registered office is hereby
changed to:
221 Bolivar Street, (Address) Jefferson City, MO 65101 (P.O. Box may only be
used in conjunction with a physical street address) (City/State/Zip)
(4) The name of its present registered agent (before change) is: National
Registered Agents Inc.
(5) The name of the new registered agent is: CSC - LAWYERS INCORPORATING SERVICE
COMPANY
Authorized signature of new registered agent must appear below:
/s/ Cynthia L. Harris
- -------------------------------------
(May attach separate originally
executed written consent to this
form in lieu of this signature)
(6) The address of its registered office and the address of the office of its
registered agent, as changed, will be identical.
(7) The change was authorized by resolution duly adopted by the board of
directors.
In affirmation of the facts stated above,
/s/ Laura R. Dunlap Laura R. Dunlap
- ------------------------------------- (Printed Name)
Authorized signature o officer,
if applicable, chairman of the board)
Attorney in Fact on behalf of
Robyn E. Bakalar, Assistant Secretary
(Title)
8/16/02
(month/day/year)
2
STATE OF TEXAS)
COUNTY OF DALLAS)
POWER OF ATTORNEY
NOTICE IS HEREBY GIVEN THAT Robyn E. Bakalar of Emcare, Inc. ("the Company"), a
corporation established under the laws of Delaware, and of the subsidiary
entities shown on the list appended hereto, does hereby appoint Laura R. Dunlap
and Patricia Pizzuto attorneys-in-fact for the Company and for the subsidiary
entities, to act for the Company and for the subsidiary entities and in the name
of the Company and of the subsidiary entities for the limited purposes
authorized herein.
The Company and the subsidiary entities having taken all necessary steps to
authorize the changes and the establishment of this Power of Attorney, hereby
grants its attorneys-in-fact the power to execute the documents necessary to
change the Company's and the subsidiary entities' registered agent and
registered office, or the agent and office of similar import, in any
jurisdiction.
In the execution of any documents necessary for the purposes set forth herein,
Laura R. Dunlap shall exercise the power of Vice President and Patricia Pizzuto
shall exercise the power of Secretary, or, in the case of entities having
managers or other positions of authority rather than officers such as Vice
President or Secretary, the named individuals shall act in such office and with
such authority as is required to effect the changes herein contemplated.
This Power of Attorney expires upon the completion and filing of the documents
necessary to effect the changes in registered agent and registered office
addresses contemplated herein, or when revoked by Robyn Bakalar, which ever
shall occur first.
IN WITNESS WHEREOF the undersigned has executed this Power of Attorney on this 8
day of August, 2002.
EmCare, Inc.
Company
By: /s/ Robyn E. Bakalar
---------------------------------
Robyn E. Bakalar
Assistant Secretary
Subscribed and sworn to before me this 8 day of August, 2002
/s/ Bebbian Seiler
- -------------------------------------
Notary Public
3
State of Missouri
Matt Blunt, Secretary of State
Corporations Division James C. Kirkpatrick State Information Center
P.O. Box 778, Jefferson City, 600 W. Main Street, Rm 322, Jefferson City,
MO 65102 MO 65101
Amendment of Articles of Incorporation
(To be submitted in duplicate)
Pursuant to the provisions of the General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is SEC/EmCare Emergency Care, Inc.
The name under which it was originally organized was Physicians Placement Group,
Inc.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on March 15, 2002 (month/day/year)
3. Article Number 1 is amended to read as follows:
The Name of the corporation is EmCare Physician Providers, Inc.
(If more than one article is to be amended or more space is needed attach
additional pages)
4
4. Of the 1002 shares outstanding, 1002 of such shares were entitled to vote on
such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of Outstanding Shares
- ------ ----------------------------
common 1002
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
- ------ ------------- -----------------
common 1002 0
6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:
n/a
If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value
as are to be presently issued are:
n/a
7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement of
the manner in which such reduction shall be effected:
n/a
5
IN WITNESS WHEREOF, the undersigned, Todd Zimmerman (Vice President) has
executed this instrument and its Robyn Bakalar (Assistant Secretary) has affixed
its corporate seal hereto and attested said seal on March 27, 2002.
Place
CORPORATE SEAL
Here
(If no seal, state "None.")
SEC/Emcare Emergency Care, Inc.
Name of Corporation
ATTEST:
/s/ Robyn Bakalar By /s/ Todd Zimmerman
- ------------------------------------- -------------------------------------
Secretary or Assistant Secretary President or Vice President
State of Texas
ss
County of Dallas
I, Bebbian Seiler, a Notary Public, do hereby certify that on March 27, 2002,
personally appeared before me Todd Zimmerman and Robyn Bakalar who, being by me,
first duly sworn, declared that they are the Vice President and Assistant
Secretary of SEC/Emcare Emergency Care, Inc. that they signed the foregoing
documents as Vice President and Assistant Secretary of the corporation, and that
the statements therein contained are true.
(Notarial Seal or Stamp) /s/ Bebbian Seiler
----------------------------------------
Notary Public
My commission expires ______
My County of Commission ______
6
State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, MO 65102
Corporation Division
Statement of Change of Registered Agent and/or
Registered Office
By a Foreign or Domestic For Profit or Nonprofit Corporation
Instructions
1. This form is to be used by either a for profit or nonprofit corporation to
change either or both the name of its registered agent and/or the address of its
existing registered agent.
2. There is a $10.00 fee for filing this statement. It must be filed in
DUPLICATE.
3. P.O. Box may only be used in conjunction with a physical street address.
4. Agent and address must be in the State of Missouri.
5. The corporation may not act as its own agent.
Charter No. 150975
(1) The name of the corporation is: SEC/EMCARE EMERGENCY CARE, INC.
(2) The address, including street and number, of its present registered office
(before change) is: 101 South Hanley, (Address) Clayton, MO 63105
(City/State/Zip)
(3) The address, including street and number, of its registered office is hereby
changed to:
300-B East High Street, (Address) (.P.O. Box may only be used in conjunction
with a physical street address) Jefferson City, MO 65101 (City/State/Zip)
(4) The name of its present registered agent (before change) is: Michael N.
Newmark
(5) The name of the new registered agent is: National Registered Agents, Inc .
Authorized signature of new registered agent must appear below:
National Registered Agents, Inc.
C. Baclet, Vice President (May attach separate originally executed written
consent to this form in lieu of this signature)
(6) The address of its registered office and the address of the office of its
registered agent, as changed, will be identical.
In affirmation of the facts stated above,
7
/s/ William C. Straub William C. Straub
- ------------------------------------- (Printed Name)
(Authorized signature of officer or,
if applicable, chairman of the board)
CFO & Sr. VP June 30, 1999
8
State of Missouri
Rebecca McDowell Cook, Secretary of State
Corporation Division
Amendment of Articles of Incorporation
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Spectrum Emergency Care, Inc.
The name under which it was originally organized was Physicians Placement Group,
Inc.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on November 10, 1998.
3. Article Number 1 is amended to read as follows:
The name of the Corporation is: SEC/EmCare Emergency Care, Inc.
(If more than one article is to be amended or more space is needed attach fly
sheet.)
9
4. Of the 1,002 shares outstanding, 1,002 of such shares were entitled to vote
on such amendment. The number of outstanding shares of any class entitled to
vote thereon as a class were as follows:
Class Number of Outstanding Shares
- ------ ----------------------------
Common 1,002
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
- ------ ------------- -----------------
Common 1,002 -0-
6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorised shares having a par value as
changed is: N/A
If the amendment changed the number of authorized shares without par value, the
authorized number of shares without par value as changed and the consideration
proposed to be received for such increased authorized shares without par value
as are to be presently issued are: N/A
7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, the following is a statement of
the manner in which such reduction shall be effected: N/A
10
IN WITNESS WHEREOF, the undersigned, William F. Miller, III has executed this
instrument and its Scott W. Roloff (Secretary or Assistant Secretary) has
affixed its corporate seal hereto and attested said seal on the 23 day of
November, 1998
Place
CORPORATE SEAL
Here
(If no seal, state "None.")
Spectrum Emergency Care, Inc.
Name of Corporation
ATTEST:
/s/ Scott Roloff By /s/ William F. Miler, III
- ------------------------------------- -------------------------------------
Secretary or Assistant Secretary President or Vice President
State of Texas
ss.
County of Dallas
I, Paulette Lockwood, a Notary Public, do hereby certify that on this23 day of
November, 1998, personally appeared before me William F. Miller who, being by me
first duly sworn, declared that he is the President of Spectrum Emergency Care,
Inc.. that he signed the foregoing documents as President of the corporation,
and that the statements therein contained are true.
(Notarial Seal) /s/ Paulette Lockwood
----------------------------------------
Notary Public
My commission expires
11
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Statement of Change of Business Office
of a Registered Agent
of a Foreign or Domestic Corporation
INSTRUCTIONS
There is a $5.00 fee for filing this statement. It must be filed in
DUPLICATE for the corporation listed in the statement. All copies must be signed
and notarized. The registered agent should sign in his individual name, unless
the registered agent is a corporation, in which case the statement shall be
executed by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.
Make check payable to "Director of Revenue."
This form is for use by a registered agent ONLY.
To: SECRETARY OF STATE
P.O. Box 778
Jefferson City, Missouri 65102 Charter No. 00150975
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri," represents that:
1. The name of the corporation (in Missouri) is SPECTRUM EMERGENCY CARE, INC.
2. The name of this registered agent is C T CORPORATION SYSTEM
3. The address, including street number, if any, of the PRESENT business
office of the registered agent is 314 North Broadway, St. Louis, Missouri
63102
4. The address, including street number, if any, of the business office of the
registered agent is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri
63101
5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.
6. The address of the registered office of the corporation named above and the
business office of the registered agent, as changed, is identical.
12
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Statement of Change of Registered Agent or
Registered Office by Foreign or Domestic Corporations
INSTRUCTIONS
There is a $5.00 fee for filing this statement. It must filed in DUPLICATE.
The statement should be sealed with the corporate seal. If it does not have
a seal, write "no seal" where the seal would otherwise appear.
The registered office may be, but need not be, the same as the place of
business of the corporation but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.
Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State:
To: SECRETARY OF STATE
P.O. Box 778
Jefferson City, Missouri 65102 Charter No. 150975
The undersigned corporation, organized existing under the laws of the State
of Missouri for the purpose of changing its registered agent or its registered
office, or both, in Missouri as provided by the provisions of "The General and
Business Corporation Act of Missouri," represents that:
1. The name of the corporation is Spectrum Emergency Care, Inc.
2. The name of its PRESENT registered agent (before change) is C.T.
Corporation System
3. The name of the new registered agent is Mr. Michael N. Newmark, c/o Gallop,
Johnson, Neuman
4. The address, including street number, if any, of its PRESENT registered
office (before change) is 906 Olive Street, St. Louis, Missouri 63101
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO 101 South Hanley, Clayton, Missouri 63105
6. The address of its registered office and the address of the business office
of its registered agent, as changed will be identical.
Corp. 58 (1-86) (Over)
13
7. Such change was authorized by resolution duly adopted by the board of
directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT, attested by its SECRETARY this 24th
day of May, 1988
Spectrum Emergency Care, Inc.
Name of Corporation
(Corporate Seal) By /s/ Julian Carr
-------------------------------------
President
If no seal, state "none".
Attest:
/s/ X
- -------------------------------------
Secretary
State of Missouri )
) ss
County of St. Louis )
I, Barbara Dallmeyer, a Notary Public, do hereby certify that on the 24th
day of May, 1988, personally appeared before me Julian Carr, who declares he is
President of the corporation, executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
(Notarial Seal) /s/ Barbara Dalleyer
----------------------------------------
Notary Public
My commission expires
14
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Statement of Change of Business Office
of a Registered Agent
of a Foreign or Domestic Corporation
INSTRUCTIONS
There is a $5.00fee for filing this statement. It must filed in DUPLICATE
for the corporation listed in the statement. All copies must be signed and
notarized. The registered agent should sign in his individual name, unless the
registered agent is a corporation, in which case the statement shall be executed
by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.
Make check payable to "Director of Revenue."
This form is for use by a registered agent ONLY.
To: SECRETARY OF STATE
P.O. Box 778
Jefferson City, Missouri 65102 Charter No. 00150975
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri, represents that:
1. The name of the corporation (in Missouri) is SPECTRUM EMERGENCY CARE, INC.
2. The name of this registered agent is C T CORPORATION SYSTEM
3. The address, including street number, if any, of the PRESENT business
office of the registered agent is 314 North Broadway, St. Louis, Missouri
63102
4. The address, including street number, if any, of the business office of the
registered agent is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri
63101
5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.
6. The address of the registered office of the corporation named above and the
business office of the registered agent, as changed, is identical.
15
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
PERSON) IN WITNESS WHEREOF, the undersigned registered agent has caused this
report to be executed this _____________________________________ day of
______________________________, 19____.
----------------------------------------
Signature of Registered Agent
State of ______________________)
) ss
County of _____________________)
On this ___________________ day of _______________________________, in the year
19___, before me, ______________________________________, a Notary Public in and
for said state, personally appeared _____________________________________ known
to me to be the person who executed the within Statement of Change of Business
Office and acknowledged to me that ____________________ executed the same for
the purposes therein stated.
(Notarial Seal)
----------------------------------------
Notary Public
My commission expires __________________
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
CORPORATION) IN WITNESS WHEREOF, the undersigned corporation has caused this
report to be executed in its name by its ASSISTANT VICE PRESIDENT, attested by
its SECRETARY or ASSISTANT SECRETARY this 8th day of January, 1988.
(Corporate Seal) CT CORPORATION SYSTEM
CORPORATE SEAL
1936
DELAWARE
If no seal, state "none".
CT CORPORATION SYSTEM
Name of Corporation
By /s/ Mary G. Murray
-------------------------------------
Assistant Vice-President
16
Attest:
/s/
- -------------------------------------
Assistant Secretary
State of New York )
)ss
County of New York )
On this 8th day of January in the year 1988, before me Theresa Alfieri, a Notary
Public in and for said state, personally appeared
Mary G. Murray, Assistant Vice President
Name Title
C T Corporation System known to me to be the person
Name of Corporation
who executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that she executed the same for the purposes
therein stated.
/s/ Theresa Alfieri
- -------------------------------------
Notary Public
My commission expires _______________
17
ARTICLES OF MERGER
(SECTION 351.447, RSMo.)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporation certify the following:
(1) SPECTRUM EMERGENCY CARE, INC., a Missouri corporation.
(2) AMERICARE, INC. a California corporation are hereby merged and SPECTRUM
EMERGENCY CARE, INC., a Missouri corporation, is the surviving corporation.
(3) On May 26, 1981 the board of directors of SPECTRUM EMERGENCY CARE, INC.
by duly adopted resolution approved the plan of merger set forth in these
articles.
(4) This plan of merger has been adopted pursuant to Section 351.447 RSMo.
(5) The resolution of the board of directors of the parent corporation,
SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, approving the plan of
merger is as follows:
RESOLVED: That this corporation merge into itself AMERICARE, INC. its
subsidiary California Corporation and that the Plan of Merger submitted is
hereby approved.
(6) That the parent corporation SPECTRUM EMERGENCY CARE, INC., a Missouri
corporation, is in compliance with the 90 percent ownership requirement of
Section 351.447 RSMo. and will maintain at least 90 per cent ownership of each
of the other corporations, party to the merger, until the issuance of the
Certificate of Merger by the Secretary of State of Missouri.
(7) PLAN OF MERGER
18
1. SPECTRUM EMERGENCY CARE, INC., a Missouri corporation is the survivor.
2. All of the property, rights, privileges, leases and patents of
AMERICARE, INC., a California corporation are to be transferred to and become
the property of SPECTRUM EMERGENCY CARE, INC., a Missouri corporation, the
survivor.
The officers and board of directors of the above named corporations are
authorized to execute all deeds, assignments, and documents of every nature
which may be needed to effectuate a full and complete transfer of ownership.
3. The officers and board of directors of SPECTRUM EMERGENCY CARE, INC., a
Missouri corporation, shall continue in office until their successors are duly
elected and qualified.
4. The articles of incorporation of the survivor are not amended.
5. These Articles of Merger shall be effective for all accounting purposes
on January 1, 1981.
IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned corporations as of the day and year hereafter
acknowledged.
SPECTRUM EMERGENCY CARE, INC.
By /s/ David D. Dayton
-------------------------------------
David D. Dayton, Vice President
(Corporate Seal)
Attest:
/s/ Priscilla M. Bodnar
- -------------------------------------
Priscilla M. Bodnar, Asst. Secretary
AMERICARE,
By /s/ David D. Dayton
-------------------------------------
(Corporate Seal) David D. Dayton, Vice President
19
Attest:
/s/ Priscilla M. Bodnar
- -------------------------------------
Priscilla M. Bodnar, Asst. Secretary
20
STATE OF PENNSYLVANIA )
) SS
COUNTY OF PHILADELPHIA )
On this 26th day of May in the year 1981, before me Andrea M. Mace Notary
Public in and for said state, personally appeared David D. Dayton, V.P. of
AMERICARE, INC. known to me to be the person who executed the within Articles of
Merger in behalf of said corporation and acknowledged to me that he executed the
same for the purposes therein stated.
/s/ Andrea M. Mace
- -------------------------------------
Notary Public
21
State of Missouri . . . Office of Secretary of State
JAMES C. KIRKPATRICK, Secretary of State
CORPORATION DIVISION
Articles of Merger
(SECTION 351.447, RSMo. SUPP. 1977)
(To be submitted in DUPLICATE by an Attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporations certify the following:
(1) That TEMPORARY MEDICAL STAFFING SERVICES, INC. of New York
(Name of Corporation) (Parent State)
(2) That SPECTRUM EMERGENCY CARE, INC. of Missouri
(Name of Corporation) (Parent State)
(3) That _______________________________________ of ______________________
(Name of Corporation) (Parent State)
are hereby merged and that the above named SPECTRUM EMERGENCY CARE,
(Name of Corporation)
INC. is the surviving corporation.
(4) That the Board of Directors of TEMPORARY MEDICAL STAFFING
(Name of Corporation)
SERVICES, INC. met on September 26, 1980 and by resolution adopted by
a majority vote of the members of such board approved the Plan of
Merger set forth in these articles.
(5) That the Board of Directors __________________________________________
(Name of Corporation)
met on _________________________________________ and by resolution
adopted by a majority vote of the members of such beard approved the
Plan of Merger set forth in these articles.
(6) That the Board of Directors __________________________________________
(Name of Corporation)
met on __________________________________________________ and by
resolution adopted by a majority vote of the members of such board
approved the Plan of Merger set forth in these articles.
22
(7) That this plan of merger has been adopted pursuant to Section 351.447,
RSMo. Supp. 1977.
(8) That the resolution of the Board of Directors of the parent
corporation, SPECTRUM EMERGENCY CARE, INC., approving the Plan of
Merger is as follows:
RESOLVED: That the Plan of Merger between TEMPORARY MEDICAL
STAFFING SERVICES, INC., wholly owned subsidiaries of this corporation
is hereby approved.
(9) That the parent corporation, SPECTRUM EMERGENCY CARE, INC., is in
compliance with the 90 per cent ownership requirement of Section
351.447 RSMo. Supp. 1977, and will maintain at least 90 per cent
ownership of each-of the other corporations, party to the merger,
until the issuance of the Certificate of Merger by the Secretary of
State of Missouri.
(10) PLAN OF MERGER
1. SPECTRUM EMERGENCY INC. of Missouri is the survivor.
2. All of the property, rights, privileges, leases and patents of
the TEMPORARY MEDICAL STAFFING SERVICES, INC. corporation and
______________________________________________corporation are to
be transferred to and become the property of SPECTRUM EMERGENCY
CARE, INC., the survivor. The officers and board of directors of
the above named corporations are authorized to execute all deeds,
assignments, and documents of every nature which may be needed to
effectuate a full and complete transfer of ownership.
3. The officers and board of directors of SPECTRUM EMERGENCY CARE,
INC. shall continue in office until their successors are duly
elected and qualified under the provisions of the by-laws of the
surviving corporation.
4. (To be completed if the parent corporation does not own all of
the outstanding shares of each of the subsidiary corporations
party to the merger.)
The consideration paid by the surviving corporation upon
surrender of each share of the subsidiary corporation(s) which is
not owned by the parent corporation is as follows:
All of the outstanding shares of the subsidiary corporations are
owned by the parent corporation.
5. (To be completed if the parent corporation is not the surviving
corporation.)
23
Not applicable
a. the outstanding shares of __________________________________
parent corporation, shall be exchanged for shares of
________________________, surviving corporation on the
following basis:
b. The proposed merger has been approved by receiving the
affirmative vote of at least two-thirds of the outstanding
shares of __________________________, parent corporation,
entitled to vote thereon at a meeting thereof duly called
and held on _____________________________________ at
____________________________________
6. (To be completed if the surviving corporation is a Missouri
corporation.)
The name of the surviving corporation, SPECTRUM EMERGENCY CARE,
INC. is not changed as follows:
7. The articles of incorporation of the survivor are not amended as
follows: _________________ aforementioned corporations as of the
day and year hereafter acknowledged.
(Corporate Seal) SPECTRUM EMERGENCY CARE, INC.
(Name of Corporation)
Attest: by /s/ David D. Dayton
-------------------------------------
Vice - (President)
David D. Dayton
/s/ Priscilla M. Bodnar
- -------------------------------------
Assistant - (Secretary)
Priscilla M. Bodnar
(Corporate Seal) TEMPORARY MEDICAL STAFFING
SERVICES, INC.
(Name of Corporation)
Attest: by /s/ David D. Dayton
-------------------------------------
Vice - (President)
David D. Dayton
/s/ Priscilla M. Bodnar
- -------------------------------------
Assistant - (Secretary)
Priscilla M. Bodnar
----------------------------------------
(Corporate Seal) (Name of Corporation)
Attest: by
-------------------------------------
(President)
- -------------------------------------
(Secretary)
24
STATE OF Pennsylvania )
) ss.
COUNTY OF Philadelphia )
On this day of 7th day of October in the year 1980, before me Geraldine Thomas,
Notary Public in and for said state, personally appeared
David D. Dayton, Vice President, SPECTRUM EMERGENCY CARE, INC.
(Name) (Title) (Name of Corporation)
known to me to be the person who executed the within Articles of Merger in
behalf of said corporation and acknowledged to me that he executed the same for
the purposes therein stated.
(Notary Seal) /s/ Geraldine Thomson
----------------------------------------
Notary Public
STATE OF Pennsylvania )
) ss.
COUNTY OF Philadelphia )
On this day of 7th day of October in the year 1980, before me Geraldine Thomson,
Notary Public in and for said state, personally appeared
David D. Dayton, Vice President, TEMPORARY MEDICAL STAFFING SERVICES, INC.
(Name) (Title) (Name of Corporation)
known to me to be the person who executed the within Articles of
Merger in behalf of said corporation and acknowledged to me that he executed the
same for the purposes therein stated.
(Notary Seal) /s/ Geraldine Thomson
----------------------------------------
Notary Public
STATE OF _____________ )
) ss.
COUNTY OF ____________ )
On this day of _______ day of ___________________ in the year 19______, before
me ____________________________________________________________________________,
Notary Public in and for said state, personally appeared
_________________________, ______________________, ____________________________,
(Name) (Title) (Name of Corporation)
known to me to be the person who executed the within Articles of Merger in
behalf of said corporation and acknowledged to me that he executed the same for
the purposes therein stated.
(Notary Seal)
----------------------------------------
Notary Public
25
State of Missouri . . . Office of Secretary of State
James C. Kirkpatrick, Secretary of State
Articles of Merger
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
Pursuant to the provisions of The General and Business Corporation of
Missouri, the under undersigned Corporations certify the following:
(1) That SPECTRUM EMERGENCY CARE, INC. of Missouri
(name of corporation) (parent state)
(2) That PHYSICIANS CAREER CONSULTANTS, INC. of Missouri
(name of corporation (parent state)
(3) That ____________________________________ of _________________________
(name of corporation) (parent state)
are hereby merged and that the above named SPECTRUM EMERGENCY
(name of corporation)
CARE, INC, is the surviving corporation.
(4) That the Board of Directors of SPECTRUM EMERGENCY CARE, INC.
(name of corporation)
meet on September 16, 1980 and by resolution adopted by a majority
vote of the members of such. board approved the Plan of Merger set
forth in these articles.
(5) That the Board of Directors of PHYSICIANS CAREER CONSULTANTS, INC.
(name of corporation)
meet on September 26, 1980 and by resolution adopted by a majority
vote of the members of such board approved the Plan of Merger set
forth in these articles.
(6) That the Board of Directors of _______________________________________
(name of corporation)
meet on _____________ and by resolution adopted by a majority vote of
the members of such board approved the Plan of Merger set forth in
these articles.
(7) The Plan of Merger was adopted by the unanimous written consent of the
sole shareholder of SPECTRUM EMERGENCY CARE, INC. on September 26,
1980.
(8) The Plan of Merger shareholder was adopted by the unanimous written
consent of the sole shareholder of PHYSICIANS CAREER CONSULTANTS, INC
on September 26, 1980.
26
(9) The Plan of Merger thereafter was submitted to a vote at the special
meeting of the shareholders of ________________________ held on
_________________________________________________
at___________________________________ and at such meeting there
were_________________________ shares voted and ______________ voted in
favor and ______________________________ voted against said plan.
(10) PLAN OF MERGER
1. SPECTRUM EMERGENCY CARE, INC. of Missouri is the survivor.
2. All of the property, rights, privileges, leases and patents of
the PHYSICIANS CAREER CONSULTANTS, INC. are to be transferred to
and become the property of SPECTRUM EMERGENCY CARE, INC., the
survivor. The officers and board of directors of the above reamed
corporations are authorized to execute all deeds, assignments,
and documents of every nature which may be needed to effectuate a
full and complete transfer of ownership.
3. The officers and board of directors of SPECTRUM EMERGENCY CARE,
INC. shall continue in office until their successors are duly
elected and qualified under the provisions of the by-laws of the
surviving corporation.
4. Since all of the issued and outstanding shares of SPECTRUM
EMERGENCY CARE, INC., the surviving corporation, and all of the
issued and outstanding shares of PHYSICIANS CAREER CONSULTANTS,
INC., the merging corporation, are owned by ARA SERVICES, INC., a
Delaware corporation, on the effective date of the merger all of
the issued and outstanding shares of PHYSICIANS CAREER
CONSULTANTS, INC., the merging corporation, shall be cancelled
and no shares of the surviving corporation shall be issued in
exchange therefor.
5. The outstanding shares of _______________________________________
shall be exchanged for shares of ________________________________
_____________________ on the following basis:
6. The articles of incorporation of the survivor are not amended as
follows:
IN WITNESS WHEREOF, these Articles of Merger have been, executed in duplicate by
the aforementioned corporations as of the day and year hereafter acknowledged.
(CORPORATE SEAL) SPECTRUM EMERGENCY CARE, INC.
By /s/ David D. Dayton
-------------------------------------
Vice (President)
David D. Dayton
27
Attest: PHYSICIANS CAREER CONSULTANTS, INC.
/s/ Priscilla M. Bodnar
- -------------------------------------
Assistant (Secretary) by /s/ David D. Dayton
Priscilla M. Bodnar -------------------------------------
(CORPORATE SEAL) Vice (President)
David D. Dayton
Attest:
/s/ Priscilla M. Bodnar
- -------------------------------------
Assistant (Secretary)
Priscilla M. Bodnar
(CORPORATE SEAL) by
-------------------------------------
(President)
(Secretary)
28
STATE OF PENNSYLVANIA )
) ss.
COUNTY OF PHILADELPHIA )
I, Georgeen Abel, a notary public, do hereby certify/that on this 30 day of
September, 1980, personally appeared before me David D. Dayton who, being by me
first duly sworn, declared that he is the Vice President of SPECTRUM EMERGENCY
CARE, INC. that he signed the foregoing document as Vice President of the
corporation, and that the statements therein contained are true.
/s/ Georgeen Abel
----------------------------------------
Notary Public
(NOTARIAL SEAL)
My Commission expires
STATE OF PENNSYLVANIA )
) ss.
COUNTY OF PHILADELPHIA )
I, Georgeen Abel, a notary public, do hereby certify/that on this 30 day of
September, 1980, personally appeared before me David D. Dayton, who, being by me
first duly sworn, declared that he is the Vice President of PHYSICIANS CAREER
CONSULTANTS, INC., that he signed the foregoing document as Vice President of
the corporation, and that the statements therein contained are true.
/s/ Georgeen Abel
----------------------------------------
Notary Public
(NOTARIAL SEAL)
My Commission expires
29
STATE OF _____________ )
COUNTY OF_____________ ) ss.
I, ___________________________________________________, a notary public, do
hereby certify/that on this _________________________ day of________________,
19_________, personally appeared before me______________________________________
___________________________________________________, who, being by me first duly
sworn, declared that he is the _________________________________________________
of _______________________________________________________, that he signed the
foregoing document as _______________________________________ of the
corporation, and that the statements therein contained are true.
----------------------------------------
Notary Public
(NOTARIAL SEAL)
My commission expires __________________
30
STATE OF MISSOURI OFFICE OF SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65102
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is PHYSICIANS PLACEMENT GROUP, INC.
The name under which it was originally organized was PHYSICIANS PLACEMENT
GROUP, INC.
(2) An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on February 11 1980.
(3) The amendment adopted is as follows:
"Resolved that Article One of the Articles of Incorporation be amended
to read as follows:
ARTICLE ONE
The name of the corporation is SPECTRUM EMERGENCY CARE, INC."
(4) Of the 1002 shares outstanding 1002 of such shares were entitled to
vote on such: amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of Outstanding Shares
- ----- ----------------------------
Common 1002
(5) The number of shares voted for and against the amendment was as
follows:
31
Class No. Voted For No. Voted Against
- ----- ------------- -----------------
Common 1002 None
IN WITNESS WHEREOF, the undersigned Vice President has executed this
instrument and its Assistant Secretary has affixed its corporate seal hereto and
attested said seal on the 11 day of February, 1980.
Place
Corporate Seal
Here
PHYSICIANS PLACEMENT GROUP, INC.
ATTEST:
/s/ Priscilla M. Bodnar By /s/ David D. Dayton
- ------------------------------------- -------------------------------------
Assistant Secretary Vice President
STATE OF Pennsylvania )
) SS
COUNTY OF Philadelphia )
I, Georgeen Abel, a notary public, do hereby certify that on this 11 day of
February, 1980, personally appeared before me David D. Dayton who, being by me
first duly .sworn, declared that he is the Vice President of PHYSICIANS
PLACEMENT GROUP, INC., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
/s/ Georgeen Abel
----------------------------------------
Notary Public
(NOTARIAL SEAL)
My commission expires
32
ARTICLE OF MERGER
OF
PHYSICIANS PLACEMENT GROUP, INC.
The undersigned corporations, pursuant to the provisions of "The General
and Business Corporation Law of Missouri" as amended, hereby execute the
following articles of merger:
ARTICLE ONE
The name of the corporations proposing to merge and the names of the States
under the law of which such corporations are organized, are as follows:
Name of Corporation State of Incorporation
- ------------------- ----------------------
PHYSICIANS PLACEMENT GROUP, INC. Missouri
THE CHURCHILL MANAGEMENT GROUP, INC. New York
ARTICLE TWO
The laws of New York the State under which such foreign corporation is
organized, permit such merger.
ARTICLE THREE
The name of the surviving corporation shall be PHYSICIANS PLACEMENT GROUP,
INC. and it shall be governed by the laws of the State of Missouri.
ARTICLE FOUR
The plan of merger is as follows:
PLAN OF MERGER
FIRST: PHYSICIANS PLACEMENT GROUP, INC., a corporation organized under the
laws of the State of Missouri, shall merge with and into itself and assume the
liabilities and obligations of THE CHURCHILL MANAGEMENT GROUP, INC., a
corporation organized under the laws of the State of New York. The name of the
surviving corporation is PHYSICIANS PLACEMENT GROUP, INC.
SECOND: The manner and basis of dealing with the outstanding shares of
capital stock of the constituent corporations shall be as follows:
33
(a) Each share of the capital stock of PHYSICIANS PLACEMENT GROUP, INC.
outstanding at the effective date of the merger shall continue to be one share
of the capital stock of the Surviving Corporation from and after the effective
date of the merger;
(b) All of the shares of capital stock (whether or not issued and
outstanding) of the Merging Corporations and all rights with respect thereto
shall be eliminated and shall cease to exist at the effective date of the
merger, and the certificates representing such shares shall be cancelled upon
the surrender of such shares to the Surviving Corporation and no shares or other
securities or obligations or cash of the Surviving Corporation shall be issued
in exchange therefor; and
(c) Each share of the capital stock of the Surviving Corporation continuing
outstanding in accordance herewith shall be duly and validly issued, fully paid
and nonassessable.
THIRD: The Articles of Incorporation of PHYSICIANS PLACEMENT GROUP, INC.
shall be the Articles of Incorporation of the corporation surviving the merger.
No changes or amendments shall be made to the Articles of Incorporation because
of the merger.
FOURTH: The by-laws of PHYSICIANS PLACEMENT GROUP, INC. shall be the
by-laws of the corporation surviving the merger.
FIFTH: The directors and officers of PHYSICIANS PLACEMENT GROUP, INC. shall
be the directors and officers of the corporation surviving the merger and shall
serve until their successors are selected.
SIXTH: The officers of each corporation party to the merger shall be and
hereby are authorized to do all acts and things necessary and proper to effect
the merger.
SEVENTH: The merger shall be effective on September 28, 1979.
34
Dated: September 21, 1979.
ARTICLE FIVE
The Board of Directors of PHYSICIANS PLACEMENT GROUP, INC. met on September
21, 1979 and by resolution adopted by all of the members of such Board approved
the plan of merger set forth in these articles, which plan thereafter was
adopted by the unanimous written consent of the shareholders of PHYSICIANS
PLACEMENT GROUP, INC.
The Board of Directors of THE CHURCHILL MANAGEMENT GROUP, INC. met on
September 21, 1979 and by resolution adopted by all of the members of such Board
approved the plan of merger set forth in these articles, which plan thereafter
was adopted by the unanimous written consent of the shareholders of THE
CHURCHILL MANAGEMENT GROUP, INC.
ARTICLE SIX
As to each corporation, the number of shares outstanding, the number
of shares entitled to vote are:
Total Number Total Number
of Shares of Shares
Name of Corporation Outstanding Entitled to Vote
- ------------------- ------------ ----------------
PHYSICIANS PLACEMENT GROUP, INC. 1,002 1,002
THE CHURCHILL MANAGEMENT GROUP, INC. 29,512 29,512
ARTICLE SEVEN
As to each corporation, the number of shares voted for and against the
plan, respectively are:
Total Shares Total Shares
Name of Corporation Voted For Voted Against
- ------------------- ------------ -------------
PHYSICIANS PLACEMENT
GROUP, INC. 1,000 -O-
THE CHURCHILL
MANAGEMENT GROUP, INC. 29,512 -O
35
ARTICLE EIGHT
All Provisions of the law of the State of Missouri and the State of New
York applicable to the proposed merger have been complied with.
IN WITNESS WHEREOF, said PHYSICIANS PLACEMENT GROUP, INC., corporation
existing under the laws of the State of Missouri, has caused these articles to
be executed in its name by its vice-president, and its corporate seal to be
thereto affixed, attested by its assistant secretary this 26th day of September,
1979.
PHYSICIANS PLACEMENT GROUP, INC.
By /s/ David D. Dayton
-------------------------------------
David D. Dayton
Vice President
36
(CORPORATE SEAL)
Attest:
/s/ Priscilla M. Bodnar
- -------------------------------------
Priscilla M. Bodnar
Assistant Secretary
37
IN WITNESS WHEREOF, THE CHURCHILL MANAGEMENT GROUP, INC., a corporation
existing under the laws of the State of New York, has caused these articles to
be executed in its name by its vice-president and its corporate seal to be
thereto affixed attested by its assistant secretary this 26th day of September,
1979.
THE CHURCHILL MANAGEMENT GROUP, INC.
By /s/ David D. Dayton
-------------------------------------
David D. Dayton
Vice President
(CORPORATE SEAL)
Attest:
/s/ Priscilla M. Bodnar
- -------------------------------------
Priscilla M. Bodnar
Assistant Secretary
STATE OF PENNSYLVANIA )
) ss.
COUNTY OF PHILADELPHIA )
I, Georgeen E. Abel, a Notary Public, do hereby certify that on this 26th
day of September, 1979, personally appeared before me David D. Dayton, who,
being by me first duly sworn declared that he is the Vice President of
PHYSICIANS PLACEMENT GROUP, INC., that he signed the foregoing document as Vice
President of the corporation, and that the statements therein contained are
true.
/s/ Georgeen E. Abel
----------------------------------------
Notary Public
My Commission Expires
38
STATE OF PENNSYLVANIA )
)ss.
COUNTY OF PHILADELPHIA )
I, Georgeen E. Abel, a Notary Public, do hereby certify that on this 26th
day of September, 1979, personally appeared before me David D. Dayton, who,
being by me first duly sworn declared that he is the Vice President of THE
CHURCHILL MANAGEMENT GROUP, INC.. that he signed the foregoing document as Vice
President of the corporation, and that the statements therein contained are
true.
/s/ Georgeen E. Abel
----------------------------------------
Notary Public
My Commission Expires
39
TO BE FILED IN TRIPLICATE
NO FEE
Please read instructions on back
of report before attempting to execute.
Certificate of Change of Registered Agent and Registered Office
by Foreign or Domestic Corporations
STATE OF )
) ss.
COUNTY )
To SECRETARY OF STATE,
Jefferson City, Missouri.
The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:
1. The name of the corporation is PHYSICIANS PLACEMENT GROUP, INC.
2. The name of its FORMER registered agent is DOUGLAS D. JOYCE
3. The address, including street and number, if any, of its FORMER registered
office is 970 Executive Parkway, St. Louis, MO 63141
4. The name of the NEW registered agent is C.T. CORPORATION SYSTEM
5. Its registered office is hereby CHANGED TO 314 North Broadway, St. Louis,
Missouri 63102 (including street and number if any change in the registered
office is to be made.)
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice President attested by its Assistant
Secretary (PRESIDENT OR VICE-PRESIDENT) (SECRETARY OR ASSISTANT SECRETARY) this
12th day of April, A.D. 1979.
PHYSICIANS PLACEMENT GROUP, INC.
40
(Corporate Seal) By: /s/ David D. Dayton
------------------------------------
PRESIDENT OR VICE-PRESIDENT
David D. Dayton
Vice President
Attest:
/s/ Priscilla M. Bodnar
- -------------------------------------
SECRETARY OR ASSISTANT SECRETARY
Priscilla M. Bodnar
STATE OF PENNSYLVANIA )
) ss.
COUNTY OF PHILADELPHIA )
I, Georgeen Abel, a Notary Public, do hereby certify that on the 30 day of
April, A.D. 1979, personally appeared before me David D. Dayton who declares he
is President or Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
(Notarial Seal) /s/ Georgeen Abel
----------------------------------------
NOTARY PUBLIC
My Commission Expires:
CHANGE OF REGISTERED AGENT
AND OFFICE OF
NOTICE
This certificate must be filed in duplicate. The corporation cannot act as
its own registered agent.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same.
Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State on blanks furnished for that purpose.
41
STATE of MISSOURI
James C. Kirkpatrick, Secretary of State
Corporation Divisions
Statement of Change of Registered Agent or Registered Office
by Foreign or Domestic Corporations
INSTRUCTIONS
There is no fee for filing this statement. It must be filed in DUPLICATE
(both copies signed and notarized).
The statement should be sealed with the corporate seal. If it does not have
a seal, write "no seal" where the seal would otherwise appear.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.
Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State. These forms are available upon request from
the Office of the Secretary of State.
To SECRETARY OF STATE,
Jefferson City, Missouri. Charter No. 150975
The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:
1. The name of the corporation is Physicians Placement Group, Inc.
2. The name of its PRESENT registered agent (before change) is Douglas D. Joyce
3. The name of the new registered agent is Douglas D. Joyce
4. The address, including street number, if any, of its PRESENT registered
office (before change) is 7701 Forsyth, St. Louis, Missouri 63105
5. Its registered office (including street number, if any change is to be made)
is hereby CHANGED TO 970 Executive Parkway, Suite 101, St. Louis, Missouri 63141
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors.
42
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its
SECRETARY OR ASSISTANT SECRETARY this 13 day of October, A.D. 1977.
PHYSICIANS PLACEMENT GROUP, INC.
NAME OF CORPORATION
(Corporate Seal) By /s/ Douglas D. Joyce
-------------------------------------
PRESIDENT OR VICE-PRESIDENT
Attest:
/s/
- -------------------------------------
SECRETARY OR ASSISTANT SECRETARY
STATE OF MISSOURI )
) ss.
COUNTY OF ST. LOUIS )
I, Christine Bergt, a Notary Public, do hereby certify that on the 13th day
of October, A.D. 1977, personally appeared before me Douglas D. Joyce who
declares he is President or Vice-President of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity therein set forth and declared that the
statements contained therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Christine Bergt
----------------------------------------
(Notarial Seal) NOTARY PUBLIC
My term expires
43
STATE of MISSOURI
James C. Kirkpatrick, Secretary of State
Corporation Division
Statement of Change of Registered Agent or Registered Office
by Foreign or Domestic Corporations
INSTRUCTIONS
There is no fee for filing this statement. It must be filed in DUPLICATE
(both copies signed and notarized). [The statement should be sealed with the
corporate seal. If it does not have a seal, write "no seal" where the seal would
otherwise appear.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.
Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State. These forms are available upon request from
the Office of the Secretary of State.
To SECRETARY OF STATE,
Jefferson City, Missouri. Charter No. 150975
The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:
1. The name of the corporation is Physicians Placement Group, Inc.
2. The name of its PRESENT registered agent is Mr. Douglas D. Joyce.
3. The address, including street number, if any, of its PRESENT registered
office is 111 South Bemiston, Suite 206, Saint Louis, Missouri 63105.
4. The name of the registered agent is CHANGED TO No Change.
5. Its registered office is hereby CHANGED TO 7701 Forsyth Boulevard, Suite 453,
Saint Louis, Missouri 63105 (including street number).
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
44
7. Such change was authorized by resolution duly adopted by the board of
directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its
SECRETARY OR ASSISTANT SECRETARY
this 30th day of August, A.D. 1973
Physicians Placement Group, Inc.
NAME OF CORPORATION
(Corporate Seal)
By /s/ Douglas D. Joyce
----------------------------------
(PRESIDENT)
Attest:
/s/
- -------------------------------------
(SECRETARY)
STATE OF Missouri )
) ss.
COUNTY OF St. Louis )
I, Sylvia L. Oller, a Notary Public, do hereby certify that on the 30th day
of August, A.D. 1973, personally appeared before me DOUGLAS D. JOYCE who
declares he is President of the corporation, executing the foregoing document,
and being first duly sworn, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Sylvia L. Oller
----------------------------------------
(Notarial Seal) NOTARY PUBLIC
My term expires January 28, 1977
45
STATE of MISSOURI
James C. Kirkpatrick, Secretary of State
Corporation Division
Certificate of Change of Registered Agent and Registered Office
by Foreign or Domestic Corporations
(TO BE FILED IN DUPLICATE. NO FEE.)
Please read instructions on back of report before attempting to execute
To SECRETARY OF STATE, Charter No. 150975
Jefferson City, Missouri.
The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:
1. The name of the corporation is PHYSICIANS PLACEMENT GROUP, INC.
2. The name of its FORMER registered agent is MR. DAVID L . JOYCE
3. The address, including street and number, if any, of its FORMER registered
office is 3714 Hawkstone Drive, Suite 7, St. Louis, Missouri 63125
4. The name of the registered agent is CHANGED TO MR. DOUGLAS D. JOYCE
5. Its registered office is hereby CHANGED TO 111 S. Bemiston, Suite 206,
Clayton, Missouri 63105 (including street and number if any change in the
registered office is to be made.)
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors.
46
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its
/s/ Douglas D. Joyce , attested by its
- -------------------------------------
(PRESIDENT OR VICE PRESIDENT)
/s/ , this 4 day of May, A.D. 1972
- -------------------------------------
(SECRETARY OR ASSISTANT SECRETARY)
By /s/ Douglas D. Joyce ,
----------------------------------
(PRESIDENT OR VICE PRESIDENT)
(Corporate Seal)
Attest
/s/ ,
- -------------------------------------
(SECRETARY OR ASSISTANT SECRETARY)
STATE OF }
} ss.
COUNTY OF }
I, ________________, a Notary Public, do hereby certify that on the 4 day
of May, A.D. 1972, personally appeared before me Douglas D. Joyce who declares
he is President or Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
(Notarial Seal)
/s/
- -------------------------------------
NOTARY PUBLIC
My term expires _____________________
CHANGE OF REGISTERED AGENT AND OFFICE OF
PHYSICIANS PLACEMENT GROUP, INC.
NOTICE
This certificate must be filed in duplicate. The corporation cannot act as
its own registered agent.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same.
47
Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State on blanks furnished for that purpose.
48
State of Missouri Office of Secretary of State
ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65102
The undersigned natural person(s) of the age of twenty-one years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: Physicians Placement Group, Inc.
ARTICLE TWO
The address, including street and number, if any, of the corporation's
initial registered office in this state is:
3714 Hawkstone Drive, Suite 7, St. Louis, Missouri, 63125
and the name of its initial registered agent at such address is:
Mr. David L. Joyce
ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be:
1002 Shares - Common Stock - $1.00 Par Value
The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect of the
shares of each class are as follows:
None
ARTICLE FOUR
The number and class of shares to be issued before the corporation shall
commence business, the consideration to be paid therefor and the capital with
which the corporation will commence business are as follows:
49
Par Value (or for shares
without par value, show
Consideration amount of consideration
No. of Shares Class to be paid paid which will be capital)
- ------------- ------ ------------- ---------------------------
1002 Common $1,002.00 $1,002.00 (1,002 shares at
$1.00 par value)
The corporation will not commence business until consideration of the value
of at least Five Hundred Dollars has been received for the issuance of shares.
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name: Street City
- ----- ------ ----
Mr. David L. Joyce 3714 Hawkstone Drive, Suite 7 St. Louis, MO 63125
ARTICLE SIX
The number of directors to constitute the board of directors is Three
ARTICLE SEVEN
The duration of the corporation is Perpetual
The corporation is formed for the following purposes: A. To provide by
contract, or otherwise licensed physicians to hospitals and clinics.
B. To acquire and dispose of all or any part of the good will, rights, property
and business of any person, entity, partnership, association or corporation
heretofore or hereafter engaged in any business which the Corporation has power
to conduct; to pay for the same in cash or in stocks, bonds or other obligations
of the Corporation, or otherwise; and to assume in connection therewith any
liabilities of any such person, entity, partnership, association or corporation,
and conduct in any lawful manner the whole or any part of the business thus
acquired.
C. To make contracts; to borrow money, and to issue, sell or pledge its
obligations and evidences of indebtedness, and to pledge, mortgage, and/or
hypothecate certain or all of the assets of the corporation to secure the
payment thereof; to make any guaranty respecting stock, leases, securities,
interest, indebtedness, contract or other obligations, and to do any and all
other incidental acts and things necessary to borrow money on the part of the
Corporation.
D. To enter into partnerships or joint ventures for carrying on any lawful
business for which the Corporation is organized.
E. To act as agent or representative of others for any lawful business purposes.
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F. To conduct its lawful business within this State and other states and to
qualify for admission to do business in other states and to comply with the laws
and regulations pertaining to the doing of business in such other states as may
be deemed desirable, expedient and proper from time to time.
G. To purchase, own, hold, sell, transfer, reissue or cancel (but not to vote)
shares of its own capital stock if and when the capital of the Corporation is
not thereby impaired; to acquire, guarantee, hold, own and vote and to sell,
assign, transfer, mortgage, pledge or otherwise dispose of the capital stock,
bonds, securities or evidences of indebtedness of any other corporation,
domestic or foreign.
H. To do all acts and things necessary, proper, advisable, or convenient for the
accomplishment of the purposes and powers set forth herein, or incidental
thereto, and all other legal acts permitted general and business corporations.
I. Physicians Placement Group, Inc. shall exercise no control over the manner in
which the physician practices. The relationship of the licensed physician to
Physicians Placement Group, Inc. is that of an independent contractor and is not
in any manner to be considered that of employee status.
J. Physicians Placement Group, Inc. is not, in any way, engaged in the practice
of medicine.
K. The enumeration of specific powers herein is not intended as an exclusion or
waiver of any powers, rights or privileges granted or conferred by the
corporation laws of Missouri now or hereafter in force, or the laws of such
other states in which this Corporation may from time to time be conducting its
business and under which the Corporation may from time to time qualify; nor
shall the enumeration or expression of one power or purpose in these Articles be
deemed to include another not expressed, although it be of like nature.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 3
day of November, 1971.
/s/ David L. Joyce
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STATE OF )
) ss
COUNTY OF )
I, Howard H. Hansen, a notary public, do hereby certify that on the 3 day
of November, 1971, personally appeared before me, David L. Joyce (and
______________,) who being by me first duly sworn, (severally) declared that he
is (they are) the person(s) who signed the foregoing document as
incorporator(s), and that the statements therein contained are true.
/s/ Howard H. Hansen
----------------------------------------
Notary Public
My commission expires _______________, 19__
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