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Exhibit 3.13
ARTICLES OF INCORPORATION
OF
INPHYNET EMERGENCY MEDICINE INSTITUTE, INC.
ARTICLE I - NAME
The name of this corporation shall be:
INPHYNET EMERGENCY MEDICINE INSTITUTE, INC.
ARTICLE II - DURATION
This corporation shall exist in perpetuity.
ARTICLE III - PURPOSE
1. The general nature of the business and the object and purposes
proposed to be transacted and carried on, are to do any and all of the things
mentioned herein, as fully and to the same extent as natural persons might or
could do.
2. To take, acquire, buy, hold, own, maintain, work, develop, sell,
convey, lease, mortgage, exchange, improve and otherwise invest in and dispose
of real estate and real property or any interest or rights therein without limit
as to the amount to do all things and engage in all activities necessary and
proper or incidental to the business of investing in and developing real estate.
3. To sell at wholesale and retail and do deal in any manner whatever
in all types and descriptions of property; to do all things and engage in all
activities necessary and proper or incidental to wholesale and retail business.
4. To purchase, acquire, hold, and dispose of stocks, bonds, and other
obligations including judgments, interest, accounts or debts of any corporation,
domestic or foreign (except moneyed or transportation or banking, or insurance
corporations) owning or controlling any articles
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which are or might be or become useful in the business of this company, and to
purchase, acquire, hold and dispose of stocks, bonds or other obligations
including judgments, interest, accounts or debts of any corporation, domestic or
foreign (except moneyed or transportation or banking or insurance corporations)
engaged in a business similar to that of this company, or engaged in the
manufacture, use or sale of property, or in the construction or operation of
works necessary or useful in the business of this company, or in which, or in
connection with which, the manufactured articles, product or property of this
company may be used, or of any corporation with which this corporation is or may
be used, or of any corporation with which this corporation is or may be
authorized to consolidate according to law, and this company may issue in
exchange therefor the stocks, bonds or other obligations of this company.
5. To purchase, take and lease, or in exchange, hire or otherwise
acquire any real or personal property, rights or privileges suitable or
convenient for any of the purposes of this business, and to purchase, acquire,
erect and construct, make improvement of buildings or machinery, stores or
works, insofar as the same may be appurtenant to or useful for the conduct of
the business as above specified, but only to the extent to which the company may
be authorized by the statutes under which it is organized.
6. To acquire and carry on all or any part of the business or property
of any company engaged in a business similar to that authorized to be conducted
by this company, or with which this company is authorized under the laws of this
state to consolidate, or whose stock the company under the laws of this state
and the provisions of this certificate is authorized to purchase and to
undertake in conjunction therewith, any liabilities or any person, firm,
association, or company described as aforesaid, possessing of property suitable
for any of the purposes of this company, or for carrying on
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any business which this company is authorized to conduct, and as for the
consideration for the same to pay cash or to issue shares, stocks and
obligations of this company.
7. To purchase, subscribe for or otherwise acquire and to hold the
shares, stocks or obligations of any company organized under the laws of this
state or of any other state, or of any territory of the United States, or of any
foreign country, except moneyed or transportation or banking or insurance
corporations, and to sell or exchange the same, or upon the distribution of
assets or divisions of profits, to distribute any such shares, stocks, or
obligations or proceeds thereof among the stockholders of this company.
8. To borrow or raise money for any purposes of the company, and to
secure the same and interest, or for any other purpose, to mortgage all or any
part of the property corporeal or incorporeal rights or franchises of this
company now owned or hereafter acquired, and to create, issue, draw and accept
and negotiate bonds and mortgages, bills of exchange, promissory notes or other
obligations or negotiable instruments.
9. To guarantee the payment of dividends or interest on any shares,
stocks, debentures or other securities issued by, or any other contract or
obligation of, any corporation described as aforesaid, whenever proper or
necessary for the business of the company, and provided the required authority
be first obtained for that purpose, and always subject to the limitations herein
prescribed.
10. To acquire by purchase or otherwise own, hold, buy, sell, convey,
lease, mortgage or incumber real estate or other property, personal or mixed.
11. To buy, sell, and generally trade in, store, carry and transport
all kinds of goods, wares, merchandise, provisions and supplies.
12. To do and perform and cause to be done or performed each, any and
all of the acts
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and things above enumerated, and any and all other acts and things insofar as
the same any be incidental to or included in any or all of the general powers
given, always provided on the grant of the foregoing enumerated powers is upon
the express condition precedent that the various powers above enumerated shall
be exercised by said company only in case the same are authorized to be
exercised by the acts above recited under which said company is organized, and
the same shall be exercised by said company only in the manner and to the extent
that the same may be authorized to be exercised under the said acts above
recited under which it was organized. The said corporation may perform any part
of its business outside the State of Florida, in the other states or colonies of
the United States of America, and in all foreign countries.
13. And further for the purpose of transacting any and all lawful
businesses.
ARTICLE IV - CAPITAL STOCK
This corporation is authorized to issue 1,000 shares of ONE DOLLAR AND
NO/100 ($1.00) par value common stock.
ARTICLE V - PREEMPTIVE RIGHTS
Every shareholder, upon the sale for cash of any new stock of this
corporation of the same kind, class or series as that which he/she already
holds, shall have the right to purchase his/her pro rata share thereof (as
nearly as may be done without issuance of fractional shares) at the price at
which it is offered to others.
ARTICLE VI - INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of this corporation
is 1200 S. Pine Island Road, Ft. Lauderdale, Florida 33324 and the name of the
initial registered agent of this corporation at that address is CT Corporation.
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ARTICLE VII - PRINCIPAL OFFICE
The principal office of the corporation is 1200 S. Pine Island Road,
Suite 600, Plantation, Florida 33324.
ARTICLE VIII - INITIAL BOARD OF DIRECTORS
This corporation shall have three (3) directors initially. The number
of directors may be either increased or diminished from time to time by the
bylaws, but shall not be less than three (3). The names and addresses of the
initial directors of this corporation are:
Jere D. Creed, M.D. J. Clifford Findeiss, M.D.
1200 S. Pine Island Road 1200 S. Pine Island Road
Suite 600 Suite 600
Plantation, Florida 33324 Plantation, Florida 33324
George W. McCleary, Jr.
1200 S. Pine Island Road
Suite 600
Plantation, Florida 33324
ARTICLE IX - INCORPORATOR
The name and address of the person signing these articles is:
Neesa K. Warlen, Esq.
1200 S. Pine Island Road
Suite 600
Plantation, Florida 33324
ARTICLE X - AMOUNT OF CAPITAL
The amount of capital with which this corporation will begin business
will be not less than Five Hundred Dollars ($500.00).
ARTICLE XI - BYLAWS
The power to adopt, alter, amend or repeal bylaws shall be vested in
the Board of Directors and the shareholders.
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ARTICLE XII - APPROVAL OF SHAREHOLDERS REQUIRE FOR MERGER
The approval of the shareholders of this corporation to any plan of
merger shall be required in every case, whether or not such approval is required
by law.
ARTICLE XIII - INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.
ARTICLE XIV - AMENDMENT
This corporation reserves the right to amend or repeal any provision
contained in these articles of incorporation, or any amendment hereto, and any
right conferred upon the shareholders is subject to this reservation.
IN WITNESS WHEREOF, the undersigned subscriber has executed these
articles of incorporation this 14th day of November, 1995.
/s/ Neesa K. Warlen
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Neesa K. Warlen, Subscriber
STATE OF FLORIDA
SS:
COUNTY OF BROWARD
BEFORE ME, a notary public authorized to take acknowledgements in the
state and county set forth above, personally appeared Neesa K. Warlen,
personally known to me to be the person who executed the foregoing
_______________________ who executed the foregoing articles of incorporation,
and he/she acknowledged before me that he/she executed those articles of
incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, in the state and county aforesaid, this 14th day of December, 1995.
/s/ JO ANN LOCH
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Notary Public, State of Florida
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
In pursuance of Chapter 48.091, Florida Statutes, the following is submitted, in
compliance with said Act;
First -- That InPhyNet Hospital Services, Inc., desiring to organize
under the laws of the State of Florida with its principal office, as indicated
in the articles of incorporation at City of Fort Lauderdale, County of Broward,
State of Florida has named C T Corporation System located at 1200 S. Pine Island
Road, City of Plantation, County of Broward, State of Florida, as its agent to
accept service of process within this state.
ACKNOWLEDGEMENT: (MUST BE SIGNED BY DESIGNATED AGENT)
Having been named to accept service of process for the above stated
corporation, at place designated in this certificate, I hereby accept to act in
this capacity, and agree to comply with the provision of said Act relative to
keeping open said office.
By /s/ Barbara A. Burke
C T Corporation System,
Registered Agent
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CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
INPHYNET EMERGENCY MEDICINE INSTITUTE, INC.
We, the undersigned President and Secretary of INPHYNET EMERGENCY
MEDICINE INSTITUTE, INC., a corporation organized under the laws of the State of
Florida and located in the County of Broward, in such State, hereby certify:
1. The name of the Corporation is INPHYNET EMERGENCY MEDICINE
INSTITUTE, INC.
2. The Certificate of Incorporation is ______ by the following
resolution adopted by the Stockholders on February 2, 1996;
RESOLVED, that the Officers of the Corporation be, and they hereby are,
authorized to take the necessary measures to amend the Corporation's
Certificate of Incorporation by changing the name of the Corporation
from InPhynet Emergency Medicine Institute, Inc. to InPhyNet Medical
Management Institute, Inc. to be effective as of the 1st day of
January, 1996.
The Certificate of Incorporation is hereby amended so that the FIRST
Article is eliminated, and the following substituted for said FIRST Article:
FIRST: The name of the corporation is:
INPHYNET MEDICAL MANAGEMENT INSTITUTE, INC.
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Signed and dated at Fort Lauderdale, Florida this 12th day of February, 1996.
InPhyNet Medical Management
Institute, Inc.
BY: /s/ J. Clifford Findeiss
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J. Clifford Findeiss,
President
ATTEST: /s/ David C. Peck
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David C. Peck,
Secretary
STATE OF FLORIDA
SS:
COUNTY OF BROWARD
I HEREBY CERTIFY that on this 12th day of February, 1996, personally
appeared before me, the undersigned authority, J. Clifford Findeiss and David C.
Peck, to me well known to be the President and Secretary, respectively, of
InPhyNet Medical Management Institute, Inc., who acknowledged before me that
they executed said Certificate of Amendment of Certificate of Incorporation as
their free and voluntary act and deed for the uses and purposes therein set
forth and expressed.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 12th day
of February, 1996 at Ft. Lauderdale, Florida.
/s/ Nessa K. Warlen
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Notary Public, State of Florida
My Commission Expires:
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