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EXHIBIT 3.17
ARTICLES OF INCORPORATION OF A PROFESSIONAL CORPORATION
First - The name of this corporation shall be CHARLES LARRY
SPRINGFIELD, M.D., a Professional Corporation.
Second - The purpose of the corporation is to engage in the profession
of medicine and any other lawful activity (other than the banking or trust
company business) not prohibited to a corporation engaging in such profession by
applicable laws and regulations.
This corporation is a professional corporation within the meaning of
Part 4 of Division 3 of Title I of the California Corporations Code.
Third - The name and address of the corporation's initial agent for
service of process are:
CHARLES LARRY SPRINGFIELD, M.D.
5389 Sagebrush Trail
Redding, California 96003
Fourth - The name and address of the person appointed to act as initial
director are:
CHARLES LARRY SPRINGFIELD, M.D.
5389 Sagebrush Trail
Redding, California 96003
Fifth - The corporation is authorized to issue a total of 1,000 shares.
Signed at Redding, California on 1/15, 1981.
/s/ Charles Larry Springfield
_____________________________
CHARLES LARRY SPRINGFIELD
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State of California
County of Shasta
On this 15 day of January in the year, 1981, before me, the
undersigned, a notary public for the state of California, personally appeared
CHARLES LARRY SPRINGFIELD, known to me to be the person whose name is subscribed
to these articles of incorporation and acknowledged to me that he executed the
same.
WITNESS my hand and official seal on the day and year first above
written.
/s/ Francis Apling
_________________________
NOTARY
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1016923
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
CHARLES L. SPRINGFIELD, M.D., certifies that:
1. He is the President and Secretary of CHARLES LARRY SPRINGFIELD,
M.D., A PROFESSIONAL CORPORATION, a California professional corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read as follows:
"I
The name of this corporation is CHARLES L.
SPRINGFIELD, INC.
II
The purpose of this corporation is to engage in any
lawful act or activity for which a corporation may be
organized under the General Corporation Law 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
This 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 one thousand (1,000) shares.
IV
The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest
extent permissible under California law.
V
The corporation is authorized to provide
indemnification of agents (as defined in Section 317
of the California Corporations Code) through bylaws
provisions, agreements with agents, vote of
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shareholders or disinterested directors or otherwise,
in excess of the indemnification otherwise permitted
by Section 317 of the California Corporations Code,
subject only to the applicable limits set forth in
Section 204 of the California Corporations Code with
respect to actions for breach of duty to the
corporation and its shareholders."
3. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the board of directors.
4. The foregoing amendment and restatement of articles of incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The total number of outstanding shares of
the corporation is 100. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more,
than fifty percent (50%).
I 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 my own knowledge.
Date: November 17, 1997
/s/ Charles L. Springfield
____________________________
CHARLES L. SPRINGFIELD, M.D.
President and Secretary
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