Exhibit 3.78
DOMESTIC PROFIT
General Amendment
Submit Original and
One True Copy
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P. O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF AMENDMENT
(Section 415-61, Hawaii Revised Statutes)
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment, certify as follows:
1. The name of the corporation is:
CHARLES T. MITCHELL, M.D., INC.
2. The Amendment(s) adopted are attached to these Articles of Amendment (see
page 2).
3. The total number of shares outstanding is: 1,000
4. If adoption of the amendment(s) was at a meeting, complete the following:
The meeting of the shareholders was held on ____________________
(Month Day Year)
Number of Shares Voting Number of Shares Voting
Class/Series For Amendment Against Amendment
5. If adoption of the amendment(s) was by unanimous consent, complete the
following:
By written consent dated May 17 1999
(Month Day Year)
the shareholders unanimously adopted the amendment(s).
6. If the amendment(s) provides for any exchange, reclassification, or
cancellation of issued shares, attach a statement describing the manner in
which the exchange, reclassification, or cancellation shall be effected.
_________________________________________________________________________
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 17th day of MAY, 1999.
CHARLES T. MITCHELL, President CHARLES T. MITCHELL, Secretary
(Type/Print Name & Title) Vice President (Type/Print Name & Title) Treasurer
/s/ Charles T. Mitchell /s/ Charles T. Mitchell
- ------------------------------------- ----------------------------------------
(Signature of Officer) (Signature of Officer)
Signatures must be in black ink.
Articles must be signed by two individuals who are officers of the corporation.
(See Reverse Side For Instructions)
D1-7
Rev. 7/96 B14 (Fee)
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ATTACHMENT TO ARTICLES OF AMENDMENT
of
CHARLES T. MITCHELL, M. D., INC.
(Corporate Name)
Fill in applicable blank(s) and insert text of the amendment.
Article __________, Section ________________, Subsection ______________________,
Paragraph ________ is amended to read as follows:
The preamble shall be amended in its entirety:
"The undersigned, desiring to become incorporated as a corporation and to obtain
the benefits conferred on corporations by law, hereby enter into the following
Articles of Incorporation, the terms of which shall be equally obligatory upon
the parties hereto as well as upon all other persons who from time to time may
be stockholders in the Corporation."
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ATTACHMENT TO ARTICLES OF AMENDMENT
of
CHARLES T. MITCHELL, M. D., INC.
(Corporate Name)
Fill in applicable blank(s) and insert text of the amendment.
Article __________, Section _______________, Subsection________________________,
Paragraph 1 is amended to read as follows:
The name of the corporation shall be Charles T. Mitchell, Inc.
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ATTACHMENT TO ARTICLES OF AMENDMENT
of
CHARLES T. MITCHELL, M. D., INC.
(Corporate Name)
Fill in applicable blank(s) and insert text of the amendment.
Article __________, Section _______________, Subsection _______________________,
Paragraph 3 is amended to read as follows:
The purpose for which the corporation is organized is to engage in any activity
permissible for a business corporation under the laws of the State of Hawaii
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ATTACHMENT TO ARTICLES OF AMENDMENT
of
CHARLES T. MITCHELL, M. D., INC.
(Corporate Name)
Fill in applicable blank(s) and insert text of the amendment.
Article __________, Section ________________, Subsection ______________________,
Paragraph 4 is amended to read as follows:
This paragraph shall be amended in its entirety:
"The Board of Directors of the Corporation and the officers of the
Corporation, along with the name and address of each, are as follows:
(No change from the original articles of incorporation)
The Board of Directors shall consist of not less than one or more than
three as the By-laws shall provide. Directors and officers shall be elected
or appointed in the manner provided by the law and the By-laws and shall
have the powers given to them in the By-laws. Any person may hold two or
more offices in the Corporation unless forbidden to do so by the By-laws or
law. The officers of the Corporation shall be a President, a Vice
President, a Treasurer and a Secretary, along with such other officers as
are provided for in the By-laws. The Board of Directors shall, except as
limited in the By-laws, have all of the powers necessary or proper to carry
out all of the business of the Corporation, and the directors may delegate
such powers as they see fit, so long as such delegation is not prohibited
by law or in the By-laws."
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ATTACHMENT TO ARTICLES OF AMENDMENT
of
CHARLES T. MITCHELL, M.D., INC.
(Corporate Name)
Fill in applicable blank(s) and insert text of the amendment.
Article __________, Section ________________, Subsection ______________________,
Paragraph 6 is amended to read as follows:
Paragraph 6 shall be amended in its entirety:
"The Corporation may purchase and redeem its own shares at any time so long as
one share remains issued and outstanding after such purchase and redemption. No
shares of the Corporation shall be sold or transferred to any eligible person
not designated by the Board of Directors until the Corporation and the remaining
stockholders have been afforded an opportunity to buy the stock on the terms set
forth in the By-laws of the Corporation and/or in any stock redemption
agreement."
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ATTACHMENT TO ARTICLES OF AMENDMENT
of
CHARLES T. MITCHELL, M. D., INC.
(Corporate Name)
Fill in applicable blank(s) and insert text of the amendment.
Article __________, Section ________________, Subsection ______________________,
Paragraph 9 is amended to read as follows:
These Articles may be amended by the affirmative vote of the shareholders
holding not less than a majority of all the stock of the corporation issued and
outstanding and having voting power at any annual meeting or at any meeting duly
called for such purpose.
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DEPARTMENT OF REGULATORY AGENCIES
STATE OF HAWAII
In the Matter of the )
Application for Certificate )
of Registration and )
Incorporation )
)
of )
)
CHARLES T. MITCHELL, M. D., INC. )
)
)
A Medical Corporation. )
- -------------------------------- )
ARTICLES OF INCORPORATION
and
AFFIDAVIT
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DEPARTMENT OF REGULATORY AGENCIES
STATE OF HAWAII
In the Matter of the )
Application for Certificate )
of Registration and )
Incorporation )
)
of )
)
CHARLES T. MITCHELL, M. D., INC. )
)
)
A Medical Corporation. )
- -------------------------------- )
ARTICLES OF INCORPORATION
The undersigned, desiring to become incorporated as a professional
corporation and to obtain the benefits conferred on professional corporations by
law, hereby enter into the following Articles of Incorporation, the terms of
which shall be equally obligatory upon the parties hereto as well as upon all
other persons who from time to time may be stockholders in the Corporation.
1. The Corporation shall be a professional corporation formed
pursuant to Hawaii Revised Statutes, Sections 416-141 et seq. and
is a professional corporation within the meaning of said law and
complies with all of the requirements of said law and with
Chapter 12 of the Rules and Regulations of the Board of Medical
Examiners of the State of Hawaii. The name of the corporation
shall be:
CHARLES T. MITCHELL, M. D., INC.
2. The initial office of the Corporation shall be located at:
P. O. Box 355
Lahaina, Maui, Hawaii 96761
3. This Corporation is to engage in the practice of medicine and
shall have powers as are properly necessary to practice medicine.
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4. The Board of Directors of the Corporation and the officers of the
Corporation, along with the name and address of each, are as
follows:
Charles T. Mitchell, M. D.; P. O. Box 355,
Lahaina, Maui, Hawaii 96761; President,
Treasurer and Secretary.
The Board of Directors shall consist of not less than one nor
more than three as the By-Laws shall provide. Directors and
officers shall be elected or appointed in the manner provided by
the law and the By-Laws and shall have the powers given to them
in the By-Laws. Any person may hold two or more offices in the
Corporation unless forbidden to do so by the By-Laws or law. The
officers of the Corporation shall be a President, a
Vice-President, a Treasurer and a Secretary, along with such
other officers as are provided for in the By-Laws. The Board of
Directors shall, except as limited in the By-Laws, have all of
the powers necessary or proper to carry out all of the business
of the Corporation, and the directors may delegate such powers as
they see fit, so long as such delegation is not prohibited by law
or in the By-Laws. Only a person who is currently licensed by the
Board of Medical Examiners of the State of Hawaii to practice
medicine in the State of Hawaii may be a director, an officer, or
an employee who will practice medicine.
5. The authorized stock of the Corporation shall be 1,000 shares of
a par value of $1.00 each with an aggregate par value of $1,000;
the Corporation shall have the privilege of subsequent increase
or extension of the capital stock from time to time to an amount
of $10,000,000. Stockholders shall have no pre-emptive rights.
6. The Shares of this Corporation may be owned only by a person who
is licensed by the Board of Medical Examiners of the State of
Hawaii to practice medicine in the State of Hawaii (hereinafter
such persons will be referred to as "eligible stockholders"). Any
transfer of stock to someone other than an eligible stockholder
is void. The Corporation may purchase and redeem its own shares
at any time so long as one share remains issued and outstanding
after such purchase and redemption. No shares of the Corporation
shall be sold or transferred to any eligible person not
designated by the Board of Directors until the Corporation and
the remaining stockholders have been afforded an opportunity to
buy the stock on
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the terms set forth in the By-Laws of the Corporation and/or in
any stock redemption agreement.
7. No stockholder shall be liable for any debts or claims against or
acts or omissions of the Corporation or of another shareholder or
employee of the Corporation beyond the amount which may be due to
the corporation upon any shares of stock of the Corporation owned
by him.
8. The Corporation shall have perpetual life.
Dated, Wailuku, Hawaii, April 1, 1977
/s/ Charles T. Mitchell
----------------------------------------
Charles T. Mitchell
/s/ Sharlee M. Patronis
----------------------------------------
Sharlee M. Patronis
/s/ Dawn M. Tamashiro
----------------------------------------
Dawn M. Tamashiro
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STATE OF HAWAII )
) SS.
COUNTY OF MAUI )
On this 1st day of April, 1977, before me the undersigned, personally
appeared CHARLES T. MITCHELL, SHARLEE M. PATRONIS, and DAWN M. TAMASHIRO, to me
known to be the persons described in and who executed the foregoing instrument
and severally acknowledged that they executed the same as their free act and
deed.
/s/
----------------------------------------
Notary Public, Second Judicial
Circuit, State of Hawaii.
My commission expires: 4/20/79
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AFFIDAVIT
STATE OF HAWAII )
) SS.
COUNTY OF MAUI )
CHARLES T. MITCHELL, being duly sworn, on oath deposes and says:
That he is named in the Articles of Incorporation filed herewith as
President, Secretary and Treasurer of the Corporation named in the attached
Articles; that the number of authorized shares of stock of the proposed
Corporation is 1,000 shares of common stock of the par value of $1.00 each, an
aggregate par value of $1,000; that capital stock in excess of three-fourths
(3/4ths) of said authorized capital stock has been subscribed for; that more
than ten per cent (10%) of the aggregate of the authorized capital stock has
been paid in in cash; that the names of the subscribers, the subscription price
for the shares subscribed for and the amounts paid in by each subscriber are as
follows:
Name of No. of Shares Subscription Amount Manner
Subscriber Subscribed Price for Shares Paid In Paid In
- ------------- ------------- ---------------- ------- -------
Charles T. Mitchell 1,000 $1,000 $1,000. Cash
TOTALS:
And further affiant sayeth not.
/s/ Charles T. Mitchell
----------------------------------------
Charles T. Mitchell
Subscribed and sworn to before me
this 1st day of April, 1977
/s/
- -------------------------------------
Notary Public, Second Judicial
Circuit, State of Hawaii.
My commission expires: 4/20/79
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