Exhibit 3.264
ARTICLES OF INCORPORATION
OF
EMERGENCY SPECIALISTS OF ARKANSAS, INC. II
The undersigned, a natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the Texas Business Corporation
Act, hereby adopts the following Articles of Incorporation for EMERGENCY
SPECIALISTS OF ARKANSAS, INC. II (the "Corporation");
ARTICLE ONE
NAME
The name of this Corporation is "EMERGENCY SPECIALISTS OF ARKANSAS, INC.
II"
ARTICLE TWO
DURATION
The period of the Corporation's duration is perpetual
ARTICLE THREE
PURPOSE
The purpose for which the Corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE FOUR
CAPITALIZATION
The aggregate number of shares which the Corporation shall have authority
to issue is One Thousand (1,000) shares of Common Stock of the par value of
$0.01 per share.
ARTICLE FIVE
ISSUANCE OF SHARES
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of a least One Thousand
Dollars ($1,000.00), consisting of money, labor done, or property actually
received.
ARTICLE SIX
INCORPORATION
The name and address of the incorporator of the Corporation is.
Name Address
---- -------
Leonard M. Riggs, Jr, M D 1717 Main Street, Suite 5200
Dallas, Texas 75201
ARTICLE SEVEN
DENIAL OF PREEMPTIVE RIGHTS
No shareholder of the Corporation shall, by reason of such shareholder
holding shares of any class, have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance or sale of
any such shares, or such notes, debentures, bonds, or other securities, would
adversely affect the dividend or voting rights of such shareholder of the
Corporation, other than such rights, if any, as the board of directors, in its
discretion, may grant to the shareholders to purchase such additional, unissued,
or treasury securities; and the Corporation may issue or sell additional
unissued or treasury shares of any class of the Corporation, or any notes,
debentures, bonds or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering the same in whole or
in part to the existing shareholders of any class.
ARTICLE EIGHT
DENIAL OF CUMULATIVE VOTING
When electing directors of the Corporation, a shareholder of the
Corporation shall not be permitted to cumulate such shareholder's votes
ARTICLE NINE
REGISTERED OFFICE
The street address of the registered office of the Corporation is 1717 Main
Street, Suite 5200, Dallas, Texas 75201, and the name of its registered agent at
such address is Leonard M. Riggs, M.D.
ARTICLE TEN
DIRECTORS
The number of directors constituting the initial Board of Directors is one
(1) and the name and address of the person who is to serve as the initial
Director until the first annual meeting of shareholders or until his successor
is elected and qualified is:
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NAMES ADDRESSES
----- ---------
Leonard M. Riggs, Jr. 1717 Main Street, Suite 5200
Dallas, Texas 75201
ARTICLE ELEVEN
REQUIRED SHAREHOLDER VOTE AND CONSENT
Except as otherwise required by law, the affirmative vote of the holders of
a majority of the issued and outstanding shares of the Corporation shall decide
any matter submitted to a vote the shareholders of the Corporation. The holders
of a majority of the issued and outstanding shares of the Corporation may take
any action that the shareholders of the Corporation are permitted or required to
take at a meeting pursuant to a consent setting forth the action taken that such
holders sign.
ARTICLE TWELVE
INDEMNIFICATION
The Corporation shall, to the full extent permitted by law, (i) indemnify
any person who was, is or is threatened to be made a named defendant or
respondent to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, any appeal in such
action, suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding, because such person is or was a director or
officer of the Corporation, or, while a director or officer of the Corporation,
is or was serving at the request or the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another Corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, settlements, and reasonable
expenses (including attorneys fees) actually incurred by such person in
connection with such action, suit, or proceeding, and (ii) advance reasonable
expenses to such person in connection with such action, suit or proceeding. The
rights provided in this Article shall not be deemed exclusive of any other
rights permitted by law, to which such person may be entitled under any
provision of the bylaws of the Corporation, a resolution of shareholders or
directors of the Corporation, an agreement, or otherwise
ARTICLE THIRTEEN
LIMITATION OF DIRECTOR LIABILITY
No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for any act or omission in such director's
capacity as director, except to the extent such director is found liable for (i)
a breach of such director's duty of loyalty to the Corporation or its
shareholders; (ii) an act or omission not in good faith that constitutes a
breach of duty of such director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which such director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of such
director's office, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. No repeal or
modification of this ARTICLE NINE shall adversely affect any right or protection
of a director of the Corporation existing by virtue of this ARTICLE NINE at the
time of such repeal or modification.
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IN WITNESS WHEREOF, I have hereunto set my hand, this 20th day of April,
1995.
/s/ Leonard M. Riggs, Jr., MD
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Leonard M. Riggs, Jr., M.D.,
Incorporator
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