Exhibit 3.282
ARTICLES OF INCORPORATION
OF
STAT PHYSICIANS, INC.
A FLORIDA CORPORATION
The undersigned, a natural person of the age of eighteen years or more who
is duly authorized under the laws of the State of Florida, to act as
incorporator of a business corporation under the Florida Business Corporation
Act, hereby adopts the following Articles of Incorporation for such business
corporation.
ARTICLE I
NAME, ADDRESS, AND REGISTERED AGENT
1.1 Name and Address. The name and address of the Corporation shall be
STAT Physicians, Inc. ("Corporation"), 12450 Greenspoint Drive, Suite 1200,
Houston, Texas 77060.
1.2 Registered Agent and Office. The street address of the Corporation's
initial registered office is 1201 Hays Street, Tallahassee, Florida 32301, and
the name of its initial registered agent at such address is Corporation Service
Company.
ARTICLE II
DURATION AND CONTINUITY
2.1 Duration. The duration of this Corporation shall be perpetual subject
to the Florida Business Corporation Act.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in the transaction of any and
all lawful business for which corporations may be incorporated under the Florida
Business Corporation Act and to own and hold such property, enter into
contracts, and carry on any business useful for, incidental to, necessary for or
appropriate for the successful operation of the foregoing activities.
The Corporation may do all and everything necessary, advisable, proper, or
convenient for the accomplishment, attainment, or furtherance of any of the
purposes or objectives set forth in these Articles of Incorporation or any
amendment thereof, and to do all other things incident thereto or connected
therewith, which are not forbidden by the Florida Business Corporation Act, or
otherwise by law, or by these Articles of Incorporation.
1
The foregoing paragraphs shall be construed as enumerating both objectives
and purposes of the Corporation, and it is hereby expressly provided that the
foregoing enumeration of specific purposes shall not be held to limit or
restrict in any manner the purposes or powers of the Corporation otherwise
permitted by law.
ARTICLE IV
INITIAL DIRECTOR
he Corporation shall be governed by a Board of Directors elected by the
Shareholders. The initial Board of Directors shall consist of one director,
provided, however, the number of directors may be increased or decreased from
time to time in the manner provided in the bylaws of the Corporation.
The name and address of the person who will serve as director until the
first annual meeting of the shareholders or until a successor has been duly
elected and qualified is:
NAME ADDRESS
- -------------- -----------------------------------
Victor Miranda 12450 Greenspoint Drive, Suite 1200
Houston, Texas 77060
ARTICLE V
BYLAWS
The Board of Directors of the Corporation shall have the power and
authority to adopt, amend and alter the bylaws of the Corporation by a majority
vote.
ARTICLE VI
SHARES, CAPITAL, VOTING, CONSIDERATION
The aggregate number of shares of capital stock the Corporation shall have
authority to issue is 1,000,000, having a par value of $.01, designated common
stock. The Board of Directors shall determine the consideration to be received
for each share of ownership in the Corporation. Each Shareholder shall be
entitled to one vote for each share of common stock owned by such Shareholder
and shall be entitled to the Corporation's assets and have such other rights as
set forth in the Florida Business Corporation Act. The Corporation shall not
begin business until it has received, for the issuance of its shares, money,
labor done, or property actually received.
ARTICLE VII
DIRECTOR CONFLICT OF INTEREST
No contract or transaction between the Corporation and one more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are
2
directors or officers or have a financial interest shall be void or voidable
solely for this reason, solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorities the contract or transaction, or solely because his, her, or their
votes are counted for such purpose, if:
(a) The material facts as to the relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee
in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even
though the disinterested directors are less than a quorum, provided,
however, that the contract or transaction shall not be authorized by
the vote of only a single director; or
(b) The material facts as to the relationship or interest and as to the
contract or transaction are disclosed or are known to the
Shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
Shareholders.
(c) The Contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of
Directors or by a committee thereof, or the Shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction. This provision shall not be construed to invalidate
a contract or transaction which would be valid in the absence of this provision
or to subject any director or officer to any liability that he or she would not
be subject to in the absence of this provision.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall have the power and authority to indemnify any person
to the fullest extent permitted by law.
ARTICLE IX
DIRECTOR IMMUNITY
To the fullest extent permitted by applicable law, a director of the
Corporation shall not be liable to the Corporation or its Shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except that this Article does not eliminate or limit the liability of
a director of the Corporation to the extent the director is found liable for:
(a) A breach of the director's duty of loyalty to the Corporation or its
Shareholders;
3
(b) An act or omission not in good faith that constitutes a breach of duty
of the director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;
(c) A transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office; or
(d) An act or omission for which the liability of a director is expressly
provided by an applicable statute.
Any repeal or amendment of this Article by the Shareholders of the
Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the Corporation arising
from an act or omission occurring prior to the time of such repeal or amendment.
In addition to the circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of this Article, a
director shall not be liable to the Corporation or its Shareholders to such
further extent as permitted by any law hereafter enacted, including, without
limitation, any subsequent amendment to the Florida Business Corporation Act.
ARTICLE X
CONSENT IN LIEU OF MEETING
Except as otherwise set forth in Section 2.2 of these Articles of
Incorporation, any action which may be taken, or which is required by law or the
Articles of Incorporation or bylaws of the Corporation to be taken, at any
annual or special meeting of (a) Shareholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall have been signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote were present and voted thereon, and (b) directors, may be taken
without a meeting, without prior notice, and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall have been signed
by all directors.
ARTICLE XI
CUMULATIVE VOTING
Cumulative voting for the election of directors or for any other matter is
expressly denied and prohibited.
ARTICLE XII
PREEMPTIVE RIGHTS
Shareholders shall have no preemptive rights.
4
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator is Wil Armstrong, 1100 Louisiana,
Suite 1800, Houston, Texas, 77002.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of November,
1996.
/s/ Wil Armstrong
------------------------------------------
Wil Armstrong
Incorporator
5
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION
Having been named as registered agent and to accept service of process for the
above-named corporation at the place designated in these Articles of
Incorporation, I hereby accept the appointment as registered agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligation of my position as registered agent.
By: /s/ Deborah D. Skipper, As agent
--------------------------------------
Corporation Service Company
Date: 11-18-96
6