1
EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF
KARL G. MANGOLD, INC.
I.
The name of the corporation is Karl G. Mangold, Inc.
II.
The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of California other than the banking business, the trust
company business or the practice of a profession permitted to be incorporated by
the California Corporations Code.
III.
The name and address in this State of the corporation's initial agent
for service of process is:
Karl G. Mangold
2400 Diablo Lakes Lane
Diablo, CA 94528
IV.
The corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized to
issue is 10,000.
V.
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent under California law.
VI.
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, through agreements with the agents, or through vote of shareholders
or disinterested directors or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
in the limits on such excess indemnification set forth in Section 204 of the
California Corporations Code with respect to actions for breach of duty to the
corporation and its shareholders.
-1-
2
VII.
Any repeal or modification of the foregoing provisions of Articles V
and VI by the shareholders of this corporation shall not adversely affect the
right or protection of an agent of the corporation existing at the time of such
repeal or modification.
VIII.
If proceedings are commenced for the dissolution of the corporation to
which Section 2600 of the California Corporations Code applies, the provisions
of any Buy-Sell Agreement or Stock Purchase Agreement, if any, then in effect
among the corporation and its shareholders shall govern and supersede any
provisions of Section 2000 which are inconsistent therewith, to the extent
required to enforce any such Buy-Sell Agreement or Stock Repurchase Agreement.
Dated: 2/10/97
/s/ Karl G. Mangold
----------------------------------
Karl G. Mangold
Incorporator
-2-
3
AGREEMENT OF MERGER
BETWEEN
KARL G. MANGOLD, INC., A CALIFORNIA CORPORATION
AND
MANGOLD MERGER CORPORATION, A DELAWARE CORPORATION
This Agreement of Merger ("Agreement") is entered into as of June 24,
1997 between Karl G. Mangold, Inc., California corporation (herein "Surviving
Corporation") and Mangold Merger Corporation, a Delaware corporation (herein
"Merging Corporation")
NOW, THEREFORE, the Surviving Corporation and the Merging Corporation
hereby agree as follows:
1. Merging Corporation shall be merged into Surviving
Corporation.
2. Each outstanding share of Merging Corporation shall be
converted to one share common stock of Surviving Corporation.
3. The outstanding shares of Surviving Corporation shall be
converted into the right to receive the Merger Consideration,
as such defined in that certain Plan and Agreement of Merger
dated as of May 27, 1997 by and among MedPartners, Inc.,
Merging Corporation and Surviving Corporation. Merger
consideration means 1231.142 shares of MedPartners, Inc.
Common Stock for each share of the Surviving Corporation
outstanding immediately before the effectiveness of the
merger.
4. Merging Corporation shall from time to time, as and when
requested by Surviving Corporation execute and deliver all
such documents and instruments and take all such action
necessary or desirable to evidence or carry out this merger.
5. The effect of the merger and the effective date June 30, 1997.
IN WITNESS WHEREOF the undersigned have caused this Agreement to be
executed as of the date first set forth above.
KARL G. MANGOLD, INC.,
a California corporation
By: /s/ Karl G. Mangold
__________________________________
Karl G. Mangold, President
By: /s/ Janet Mangold
__________________________________
Janet Mangold, Secretary
-1-
4
MANGOLD MERGER CORPORATION
a Delaware corporation
By: /s/ Harold O. Knight, Jr.
__________________________________
Harold O. Knight, Jr.
Its: Vice President
By: /s/ Tracy P. Thrasher
__________________________________
Tracy P. Thrasher
Its: Secretary
-2-
5
CERTIFICATE
OF
MERGER
OF
KARL G. MANGOLD, INC.
a California corporation
Karl G. Mangold and Janet Mangold, certify that:
1. They are the president and secretary, respectively, of Karl
G. Mangold, Inc., a California corporation;
2. The Agreement of Merger in the form attached was duly
approved by the board of directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding is 1,000.
We further declare under penalty of perjury under the laws of the State
of California that the matter set forth in this certificate are true and correct
of our own knowledge.
Executed in Pleasanton, California on June 24, 1997.
/s/ Karl G. Mangold
__________________________________
Karl G. Mangold, President
/s/ Janet Mangold
__________________________________
Janet Mangold, Secretary
-1-
6
CERTIFICATE
OF
MERGER
OF
MANGOLD MERGER CORPORATION,
a Delaware corporation
Harold O. Knight, Jr. and Tracy P. Thrasher hereby certify that:
1. They are the Vice President and Secretary, respectively, of Mangold
Merger Corporation, a Delaware corporation (the "Corporation").
2. The Agreement of Merger, in the form attached, was duly approved by
the board of directors and the stockholder of the Corporation.
3. The stockholder approval was by the holder of 100% of the
outstanding shares of the Corporation.
4. There is only one class of shares of the Corporation and the number
of shares outstanding is 1,000.
5. Common Stock securities of MedPartners, Inc., a Delaware
corporation, the parent corporation of the Corporation, will be issued in the
merger. No vote of the stockholders of the parent corporation was required.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Executed in Jefferson County, Alabama on June 24, 1997.
/s/ Harold O. Knight, Jr.
_______________________________________
Harold O. Knight, Jr., Vice President
/s/ Tracy P. Thrasher
_______________________________________
Tracy P. Thrasher, Secretary
-1-