1
Exhibit 3.19
SECRETARY OF STATE
CHARTER
OF
ALLWAYS CARE CLINIC, INC.
The undersigned, acting as the incorporator under the Tennessee
Business Corporation Act, adopts the following Charter for such corporation:
1. The name of the corporation is Allways Care Clinic, Inc.
2. The corporation is authorized to issue 2,000 common shares, which
shares collectively shall have unlimited voting rights and the right to receive
the net assets of the corporation upon dissolution.
3. The street address and zip code of the corporation's initial
registered office is 9207 Park West Boulevard, Post Office Box 30698, Knoxville,
Tennessee 37930.
4. The corporation's initial registered office is located in Knox
County, Tennessee.
5. The name of the corporation's initial registered agent at that
office is Michael Lynn Hatcher.
6. The name, address, and zip code of the incorporator is W. Dale
Amburn, 1716 Clinch Avenue, Knoxville, Tennessee 37916.
7. The street address and zip code of the principal office of the
corporation is 9207 Park West Boulevard, Post Office Box 20698, Knoxville,
Tennessee 37930.
8. The corporation is for profit.
9. No director may be sued by the corporation or its shareholders for
breach of his or her fiduciary duty to the corporation, provided, however, that
this provision shall not absolve a director from a breach of his or her duty of
loyalty, or acts or omissions not in good faith or which involve
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intentional misconduct or a knowing violation of law, or for distributions in
violation of T.C.A. Section 48-18-304.
DATED: this 21st day of November, 1990.
/s/ W. Dale Amburn
------------------------------------
W. DALE AMBURN, INCORPORATOR
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
ALLWAYS CARE CLINIC, INC.
TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles of amendment to its Charter:
1. The name of the corporation is AllWays Care Clinic, Inc.
2. The text of the amendment adopted is as follows:
The corporation will be a professional corporation for the
purpose of practicing medicine, operating and managing
clinics, and any other lawful purpose. The corporation elects
to be governed by the provisions of the Tennessee Professional
Corporation Act.
3. The amendment was duly adopted on the 14th day of December,
1990.
4. The amendment was duly adopted by the incorporator without
shareholder action, such action not being required.
ALLWAYS CARE CLINIC, INC.
By: /s/ W. Dale Amburn
W. DALE AMBURN, INCORPORATOR
----------------------------
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APPLICATION FOR REGISTRATION
OF
ASSUMED CORPORATE NAME
TO THE SECRETARY OF STATE FOR THE STATE OF TENNESSEE
Pursuant to the provisions of Section 48-14-101(d) of the Tennessee
Business Corporation Act, the undersigned corporation hereby submits this
application:
1. The true name of the corporation is AllWays Care Clinic, Inc.
2. The state of incorporation is Tennessee.
3. The corporation intends to transact business in Tennessee under an
assumed corporate name.
4. The corporation is for profit.
5. The assumed corporate name the corporation proposes to use is Park
Med.
ALLWAYS CARE CLINIC, INC.
By: /s/ Michael L. Hatcher
____________________________
Its: Vice-President
DATE: July 8, 1991
LS2
APPALL
070591
CORPORATION ANNUAL REPORT
STATE OF TENNESSEE
SECRETARY OF STATE
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SUITE 1800, JAMES K. POLK BUILDING
NASHVILLE, TN 37243-0306
FILING FEE - $10.00; PRIVILEGE TAX - $10.00; TOTAL AMOUNT DUE - $20.00
CURRENT FISCAL YEAR CLOSING MONTH 11 IF DIFFERENT,
CORRECT MONTH IS 12. THIS REPORT IS DUE ON OR BEFORE 11/1/93
1) SECRETARY OF STATE CONTROL NUMBER 0234924 OR FEDERAL EMPLOYER IDENTIFICATION NUMBER 62-1453392
2A) NAME AND MAILING ADDRESS OF CORPORATION 2B) STATE OR COUNTRY OF INCORPORATION.
ALLWAYS CARE CLINIC, INC. TENNESSEE
9207 PARK WEST BLVD 2C) ADD OR CHANGE MAILING ADDRESS
P.O. BOX 20698 1900 Winston Road, Suite 300
KNOXVILLE. TN 37930 P.O. Box 30698
Knoxville, TN 37919
D 11/27/1990 FOR PROFIT
3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE
9207 PARK WEST BLVD, P.O. BOX 20698, KNOXVILLE, TN 37930
B. CHANGE OF PRINCIPAL ADDRESS
STREET CITY STATE ZIP CODE + 4
------- ----- ------ ------------
1900 Winston Road, Suite 309 Knoxville, TN 37919
** BLOCKS 4A AND 4B MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED **
4) A NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF THE PRESIDENT, SECRETARY
AND OTHER PRINCIPAL OFFICERS (ATTACH ADDITIONAL SHEET IF NECESSARY)
TITLE NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE + 4
----- ---- ---------------- -------------------------
President John W. Minchey, MD 1900 Winston Road. Suite 300 Knoxville. TN 37919
Secretary Michael L. Hatcher, CPA 1900 Winston Rd., Suite 300 Knoxville, TN 37919
V-Pres: H. Lynn Massingale, MD 1900 Winston Rd., Suite 300 Knoxville, TN 37919
V-Pres: John R. Staley, Jr., MD 1900 Winston Rd., Suite 300 Knoxville, TN 37919
B. BOARD OF DIRECTORS NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE; (ATTACH
ADDITIONAL SHEET IF NECESSARY)
X SAME AS ABOVE
NONE
OR LIST BELOW NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE + 4
5) NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS
MICHAEL LYNN HATCHER
B REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS
9207 PARK WEST BLVD, P.O. BOX 30698, KNOXVILLE, TN 37930
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6) INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED
OFFICE
(BLOCK 5A AND/OR 5B) THERE IS AN ADDITIONAL $10.00 FILING FEE AND $10.00
PRIVILEGE TAX FOR A TOTAL OF $20.00 REQUIRED FOR CHANGES MADE TO THIS
INFORMATION.
A. CHANGE OF REGISTERED AGENT
B. CHANGE OF REGISTERED OFFICE 1900 Winston Rd., Suite 300 Knoxville, TN 37919
Street City State Zip Code + 4 County
7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT
THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT FOR A MUTUAL
BENEFIT CORPORATION AS INDICATED BELOW:
IF BLANK OR CHANGE, PLEASE CHECK APPROPRIATE BOX
PUBLIC
MUTUAL
B. IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX UNLESS OTHERWISE
INDICATED.
RELIGIOUS
8) SIGNATURE 9) DATE
10) TYPE/PRINT NAME OF SIGNER: Michael L. Hatcher 11) TITLE OF SIGNER: Secretary-Treasurer
** THIS REPORT MUST BE DATED AND SIGNED **
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
ALLWAYS CARE CLINIC, INC.
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned Corporation hereby submits the
following articles to amend its Charter and states as follows:
1. The name of the Corporation is Allways Care Clinic, Inc.
2. The text of the amendment adopted is:
(a) The Corporation hereby changes its registered agent
and office to: W. Dale Amburn, 1716 Clinch Avenue, Knoxville, Tennessee 37916.
(b) The Corporation hereby changes the street address of
its principal office to 1900 Winston Road, Post Office Box 30698, Knoxville,
Tennessee 37930.
3. After the changes are made, the street address of the
registered office of the Corporation and the business office of its registered
agent shall be identical.
4. The amendment was duly adopted on the 14th day of December,
1992, by the board of directors without shareholder action, as such shareholder
action was not required.
DATED this 14th day of December, 1992.
ALLWAYS CARE CLINIC, INC.
By:
--------------------------
Its: Secretary/Treasurer
--------------------------
LS11
CH-ALL
111892
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
ALLWAYS CARE CLINIC, INC.
TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation hereby submits the
following articles to amend its charter and states as follows:
1. The name of the corporation is AllWays Care Clinic, Inc.
2. The corporation hereby changes its name to Park Med, P.C.
3. The amendment was duly adopted on the 18th day of Oct., 1993,
by the Board of Directors without Shareholder action, such Shareholder action
not being required.
DATED the 18th day of Oct., 1993.
ALLWAYS CARE CLINIC, INC.
By: /s/ Michael L. Hatcher
MICHAEL L. HATCHER
Its: President
--------------------------
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APPLICATION FOR CANCELLATION
OF
ASSUMED CORPORATE NAME
Pursuant to the provisions of Section 48-4-101(e) of the Tennessee
Business Corporation Act, the undersigned corporation hereby submits this
application:
1. The true name of the corporation is AllWays Care Clinic, Inc.
2. The state or country of the corporation is Tennessee.
3. The corporation tends to cease transacting business under an
assumed corporate name by cancelling it.
4. The assumed corporate name to be canceled is Park Med.
ALLWAYS CARE CLINIC. INC.
By: /s/ Michael L. Hatcher
--------------------------
MICHAEL L. HATCHER
President
Dated:
------------------------
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ARTICLES OF MERGER
OF
AMBULATORY CARE CENTER, INC.,
A TENNESSEE CORPORATION
INTO
PARK MED, P.C.,
A TENNESSEE CORPORATION
Pursuant to the provisions of Section 48-21-105, of the Tennessee
General Corporation Act, the undersigned corporations adopt the following
Articles of Merger:
1. The attached Plan of Merger (Exhibit "A"), was approved by each of
the undersigned corporations in the manner prescribed by the Tennessee General
Business Corporation Act.
2. As to Ambulatory Care Center, Inc., a Tennessee corporation
("Ambulatory"), the plan was duly adopted by written consent of the shareholders
on December 29, 1993.
3. As to Park Med, P.C., a Tennessee corporation ("Park Med"), the plan
was duly adopted by written consent of the shareholders on December 29, 1993.
4. These Articles of Merger shall take effect on the close of business
on December 31, 1993, or the date of the filing, whichever is later.
Executed on behalf of Ambulatory and Park Med by the president of each,
pursuant to the authorization of the directors and shareholders of each
corporation, on the date first written above.
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Dated: December 29, 1993
AMBULATORY CARE CENTER, INC.,
a Tennessee corporation
By: /s/ Michael L. Hatcher
__________________________________
Michael L. Hatcher, President
PARK MED, P.C.,
a Tennessee corporation
By: /s/ Michael L. Hatcher
_________________________________
Michael L. Hatcher, President
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PLAN OF MERGER
OF
AMBULATORY CARE CENTER, INC.
A TENNESSEE CORPORATION
INTO
PARK MED, P.C.
A TENNESSEE CORPORATION
PLAN AND AGREEMENT OF MERGER (hereinafter called "Agreement") dated as
of the 29TH day of December, 1993, between Ambulatory Care Center, Inc., a
Tennessee Corporation ("Ambulatory"), and Park Med, P.C., a Tennessee
corporation ("Park Med"), said corporations hereinafter sometimes collectively
referred to as "Constituent Corporations."
WITNESSETH:
WHEREAS, Ambulatory is a corporation duly organized under the laws of
the State of Tennessee, and was duly incorporated on October 22, 1990; and
WHEREAS, Park Med is a corporation duly organized under the laws of the
State of Tennessee, and was duly incorporated on November 27, 1990; and
WHEREAS, the authorized capital stock of Ambulatory consists of two
thousand (2,000) shares of common stock (no par value), of which eighty (80)
shares are outstanding; and
WHEREAS, the authorized capital stock of Park Med consists of two
thousand (2,000) shares of common stock (no par value), of which one thousand
(1,000) shares are outstanding; and
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WHEREAS, the Boards of Directors of the Constituent Corporations deem
it advisable for the general welfare and advantage of the Constituent
Corporations and their respective shareholders that the Constituent Corporations
merge into a single corporation pursuant to this Agreement and pursuant to the
applicable provisions of the laws of the States of Tennessee;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereby agree that the Constituent
Corporations shall be merged into a single corporation, to wit: Park Med, a
Tennessee corporation, one of the Constituent Corporations, which shall continue
its corporate existence and be the corporation surviving the merger (at times
called "Surviving Corporation"), and the terms and conditions of the merger
hereby agreed upon (hereinafter called the "Merger") which the parties
covenanted to observe, keep and perform and the mode of carrying the same into
effect are and shall be as hereafter set forth:
ARTICLE I
EFFECTIVE TIME OF THE MERGER
At the effective date of the Merger, the separate existence of
Ambulatory shall cease, and Ambulatory shall be merged into the Surviving
Corporation. Consummation of this Agreement shall be effective on the close of
business on December 31, 1993, or the date that a certificate of merger is filed
with the Secretary of State for the State of Tennessee, whichever is later.
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ARTICLE II
GOVERNING LAW; CERTIFICATE OF INCORPORATION
The Laws which are to govern the Surviving Corporation are the laws of
the State of Tennessee.
ARTICLE III
BYLAWS
The Bylaws of Park Med, at the effective time of the Merger, shall be
the Bylaws of the Surviving Corporation until the same shall be altered or
amended in accordance with the provisions thereof.
ARTICLE IV
DIRECTORS AND OFFICERS
The directors of Park Med, at the effective time of the Merger, shall
be the directors of the Surviving Corporation until their respective successors
are duly elected and qualified.
ARTICLE V
CONVERSION OF SHARES ON THE MERGER
The mode of carrying into effect the Merger provided in this Agreement
and the manner and basis of converting the shares of the Constituent
Corporations into shares of the Surviving Corporation are as follows:
1. Park Med's Common Stock. None of the shares of common stock issued
at the effective time of the Merger shall be converted as a result of the
Merger, but all such shares shall remain issued shares of common stock of the
Surviving Corporation.
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2. Ambulatory's Common Stock. At the effective time of the Merger, each
share of common stock of Ambulatory, issued and outstanding, shall be converted
into and become one (1) share of the Surviving Corporation's stock; upon
surrender to the Surviving Corporation of one or more stock certificates for
common stock of Ambulatory for cancellation, the shareholders of Ambulatory
shall receive one (1) share of common stock of the Surviving Corporation.
3. Surrender of Ambulatory's Certificates. As soon as practicable after
the Merger is effective, the stock certificates representing common stock of
Ambulatory, issued and outstanding at the time the Merger became effective,
shall be surrendered for exchange to the Surviving Corporation as above
provided. Until so surrendered for exchange, each such stock certificate
nominally representing common stock of Ambulatory shall be deemed for all
corporate purposes to evidence the ownership of the number of shares of common
stock of the Surviving Corporation of which the holder thereof would be entitled
to receive upon its surrender to the Surviving Corporation.
ARTICLE VI
EFFECT OF THE MERGER
At the effective time of the Merger, the Surviving Corporation shall
succeed to, without other transfer, and shall possess and enjoy, all the rights,
privileges, immunities, powers and franchises, both of a public and a private
nature, and be subject to all of the restrictions, disabilities and duties of
each of the Constituent Corporations, and all the rights, privileges,
immunities, powers and franchises of each of the Constituent Corporations, and
all property, real, personal and mixed, and all debts due to either of said
Constituent Corporation on whatever account, for stock subscriptions as well as
for all other things in action or belonging to each of said corporations, shall
be vested in the Surviving Corporation; and all property, rights, privileges,
immunities, powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Surviving Corporation as they were
of the respective
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Constituent Corporations, and a title to any real estate vested by deed or
otherwise in either of said Constituent Corporations shall be preserved
unimpaired, limited in lien to the property affected by such liens at the
effective time of the Merger, and all debts, liabilities and duties of said
Constituent Corporations, respectively, shall thenceforth attach to the
Surviving Corporation and may be enforced against it to the same extent as if
said debts, liabilities and duties had it been incurred or contracted by the
Surviving Corporation.
ARTICLE VII
ACCOUNTING MATTERS
The assets and liabilities of the Constituent Corporations, as at the
effective time of the Merger, shall be taken up on the books of the Surviving
Corporation at the amounts at which they shall be carried at the time on the
books of the respective Constituent Corporations.
ARTICLE VIII
APPROVAL OF SHAREHOLDERS; FILING OF CERTIFICATE OF MERGER
This Agreement shall be submitted to the shareholders of each of the
Constituent Corporations as provided by law and their respective Certificates of
Incorporation at meetings which should be held on or before December 20, 1993.
After such adoption and approval, and subject to the conditions contained in
this Agreement, a Certificate of Merger shall be signed, verified and delivered
to the Secretary of State for the State of Tennessee and to the Secretary of
State for the State of Tennessee for filing and subsequently to the appropriate
county Register's Office for filing.
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ARTICLE IX
AMBULATORY'S REPRESENTATIONS AND WARRANTIES
Ambulatory represents and warrants to Park Med as follows:
1. Corporate Power. Ambulatory is a corporation duly organized, validly
existing and in good standing under the laws of the State of Tennessee.
Ambulatory has corporate power to carry on its business as it is now being
conducted and is qualified to do business in every jurisdiction in which the
character and location of the assets owned or the nature of the business
transacted by it require qualification.
2. Capitalization Benefits. Capitalization consists of two thousand
(2,000) authorized shares of common stock (no par value), of which eighty (80)
shares are issued and outstanding as of the date hereof.
3. Financial Statements. Ambulatory has delivered to Park Med copies of
balance sheets and financial statements (unaudited). All of such financial
statements are true and complete and have been prepared in accordance with
generally accepted accounting principles consistently filed throughout the
periods indicated, except as otherwise indicated in the notes thereto. Each of
such balance sheets represents a true and complete statement as to the state of
financial condition and assets and liabilities of Ambulatory.
4. Further Warranties and Representations.
a. Ambulatory has and, at the closing date, will have good and
marketable title in fee simple to the machinery, equipment, merchandise,
materials, supplies and other property of every kind, tangible and intangible,
contained in its offices, and other facilities or shown as assets in its records
and books of account, free and clear of all liens, encumbrances and charges
except as reflected in the aforesaid financial statements and except for liens,
encumbrances and charges, if any, which do not
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materially detract from the value of or interfere with the use of the property
subject thereto or effective thereby. Ambulatory has, and on the closing date
will have, valid leases under which it is entitled to use in its business and
all personal property of which it is the lessee, and Ambulatory has no knowledge
of any default under any such lease.
b. All taxes imposed by the United States or by an state, municipality,
subdivision or instrumentality of the United States have been paid in full or
are adequately provided for by reserves shown in the records and books of
account of Ambulatory. All income tax returns for Ambulatory have been filed,
and Ambulatory has no knowledge of any unassessed tax deficiencies proposed or
threatened against it.
c. There is no suit, action or legal or administrative proceeding
pending, or in the knowledge of Ambulatory, threatened against it, nor is there
any decree, injunctions or order of any court, governmental department or agency
outstanding against Ambulatory.
d. At the effective time of the Merger, the consummation of the
transactions contemplated by this Plan will not result in the breach of any term
or provision of or constitute a default under any indenture, mortgage, deed of
trust or other material agreement or instrument to which Ambulatory is a party.
ARTICLE X
PARK MED'S REPRESENTATIONS AND WARRANTIES
Park Med represents and warrants to Ambulatory as follows:
1. Corporate Power. Park Med is a corporation duly organized, validly
existing and in good standing under the laws of the State of Tennessee. Park Med
has corporate power to carry on its business as it is now being conducted and is
qualified to do business in every jurisdiction in which the character and
location of the assets owned or the nature of the business transacted by it
require qualification.
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2. Capitalization Benefits. Capitalization consists of two thousand
(2,000) authorized shares of common stock (no par value), of which one thousand
(1,000) shares are issued and outstanding as of the date hereof.
3. Further Warranties and Representations.
a. Park Med has and, at the closing date, will have good and marketable
title in fee simple to the machinery, equipment, merchandise, materials,
supplies and other property of every kind, tangible and intangible, contained in
its offices, and other facilities or shown as assets in its records and books of
account, free and clear of all liens, encumbrances and charges except as
reflected in the aforesaid financial statements and except for liens,
encumbrances and charges, if any, which do not materially detract from the value
of or interfere with the use of the property subject thereto or effective
thereby. Park Med has, and on the closing date will have, valid leases under
which it is entitled to use in its business and all personal property of which
it is the lessee, and Park Med has no knowledge of any default under any such
lease.
b. All taxes imposed by the United States or by an state, municipality,
subdivision or instrumentality of the United States have been paid in full or
are adequately provided for by reserves shown in the records and books of
account of Park Med. All income tax returns for Ambulatory have been filed, and
Park Med has no knowledge of any unassessed tax deficiencies proposed or
threatened against it.
c. There is no suit, action or legal or administrative proceeding
pending or in the knowledge of Park Med, threatened against it, nor is there any
decree, injunctions or order of any court, governmental department or agency
outstanding against Park Med.
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d. At the effective time of the Merger, the consummation of the
transactions contemplated by this Plan will not result in the breach of any term
or provision of or constitute a default under any indenture, mortgage, deed of
trust or other material agreement or instrument to which Park Med is a party.
ARTICLE XI
CONDUCT OF BUSINESS PENDING THE MERGER
From and after the date of this Agreement and prior to the
effective time of the Merger, neither of the Constituent Corporations will,
without the prior written consent of the other:
1. Amend its Certificate of Incorporation or Bylaws except as may be
necessary to enable it to carry out the provisions of this Agreement;
2. Engage in any material activity or transaction or incur any material
obligation (by contract or otherwise) except in the ordinary course of business;
or
3. Declare or pay any dividends on or make any distributions in respect
of any shares of its capital stock.
ARTICLE XII
GENERAL PROVISIONS
Termination and Abandonment. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and abandoned at any
time before the effective time of the Merger, whether before or after adoption
or approval of this Agreement by the Shareholders of the Constituent
Corporations on any one or more of the following circumstances:
a. By the mutual consent of the Board of Directors of the
Constituent Corporations;
b. By either corporation if the holders of more than one-third
(1/3) of the outstanding shares of common stock of either corporation has voted
against the merger;
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c. By either of the Constituent Corporations if any action or
proceeding before any court or other governmental body or agency shall have been
instituted or threatened to restrain or prohibit the Merger and such Constituent
Corporations deem it advisable to proceed with the Merger; or
d. By either of the Constituent Corporations if the other
Constituent Corporation is not able to comply with its representations and
warranties as contained herein.
Upon any such termination and abandonment, neither party shall have any
liability or obligation hereunder to the other.
ARTICLE XIII
EFFECTIVE DATE
This Agreement of Merger shall become effective on the close of
business on December 31, 1993, or the date of filing of the Articles of Merger
with the Secretary of State for the State of Tennessee.
IN WITNESS WHEREOF, this Agreement has been signed by all of the
directors of each of the Constituent Corporations.
AMBULATORY CARE CENTER, INC.,
a Tennessee corporation
By: /s/ H. Lynn Massingale
____________________________________
H. Lynn Massingale, M.D.,
Director
By: /s/ John W. Minchey
____________________________________
John W. Minchey, Jr., M.D.,
Director
By: /s/ Randal L. Dabbs
___________________________________
Randal L. Dabbs, M.D.,
Director
By: /s/ John R. Staley
__________________________________
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John R. Staley, Jr., M.D.,
Director
By: /s/ Michael L. Hatcher
__________________________________
Michael L. Hatcher,
Director
PARK MED, P.C.,
a Tennessee corporation
By: /s/ H. Lynn Massingale
___________________________________
H. Lynn Massingale, M.D.,
Director
By: /s/ John W. Minchey
___________________________________
John W. Minchey, Jr., M.D.,
Director
By: /s/ Randal L. Dabbs
__________________________________
Randal L. Dabbs, M.D.
Director
By: /s/ John R. Staley
__________________________________
John R. Staley, Jr., M.D.
Director
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ARTICLES OF AMENDMENT TO THE CHARTER,
OF
PARK MED, P.C.
TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles of amendment to its charter:
1. The name of the corporation is Park Med, P.C.
2. The text of the amendment adopted is as follows:
(a) The corporation hereby changes from a professional
corporation to a general corporation; and
(b) The corporation hereby changes its name to Clinic
Management Services, Inc.
3. The amendment was adopted on the 25th day of March, 1994.
4. The amendment was duly adopted by the Board of Directors
without Shareholder action, such Shareholder action not being required.
DATED the 25th day of March, 1994.
PARK MED, P.C.
By: /s/ Michael L. Hatcher
___________________________
MICHAEL L. HATCHER
PRESIDENT
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CORPORATION ANNUAL REPORT
STATE OF TENNESSEE
SECRETARY OF STATE
SUITE 1800, JAMES K. POLK BUILDING
NASHVILLE, TN 37243-0304
AMOUNT DUE $26.00
CURRENT FISCAL YEAR CLOSING MONTH 12 IF DIFFERENT
CORRECT MONTH IS THIS REPORT IS DUE ON OR BEFORE 04/01/98
(1) SECRETARY OF STATE CONTROL NUMBER 0234924
OR FEDERAL EMPLOYER IDENTIFICATION NUMBER 62-1453392
(2A) NAME AND ADDRESS OF CORPORATION (2B) STATE OR COUNTRY OF INCORPORATION
CLINIC MANAGEMENT SERVICES, INC. TENNESSEE
REBECCA TABER S-1000
3000 GALLERIA TOWER (2C) ADD OR CHANGE MAILING ADDRESS
BIRMINGHAM, AL 35244
3000 GALLERIA TOWER
SUITE 1000
BIRMINGHAM, AL 35244
D 11/27/1990 FOR PROFIT
(3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE
1900 WINSTON ROAD, P.O. BOX 30698, KNOXVILLE, TN 37930
B. CHANGE OF PRINCIPAL ADDRESS
STREET CITY STATE ZIP CODE + 4
------ ---- ----- ------------
1900 Winston Rd., Suite 300 Knoxville TN 37919
** BLOCKS 4A AND 4B MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED **
(4) A. NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE OF THE PRESIDENT,
SECRETARY AND OTHER PRINCIPAL OFFICERS
(ATTACH ADDITIONAL SHEET IF NECESSARY)
TITLE NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE +4
President H. Lynn Massingale, M.D. 1900 Winston Rd., Ste. 300 Knoxville, TN 37919
VP & Secretary Tracy P. Thrasher 3000 Galleria Tower, Ste. 1000 Birmingham, AL 35244
VP & Treasurer Harold O. Knight, Jr. 3000 Galleria Tower, Ste. 1000 Birmingham, AL 35244
CEO E. Mac Crawford 3000 Galleria Tower, Ste. 1000 Birmingham, AL 35244
B. BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE)
(ATTACH ADDITIONAL SHEET, IF NECESSARY)Same as above None
E. Mac Crawford 3000 Galleria Tower, Ste. 1000 Birmingham, AL 35244
Harold O. Knight, Jr. 3000 Galleria Tower, Ste. 1000 Birmingham, AL 35244
Tracy P. Thrasher 3000 Galleria Tower, Ste. 1000 Birmingham, AL 35244
(5) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS
PRENTICE-HALL CORPORATION SYSTEM
B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS
500 TALLAN BLDG., TWO UNION SQ., CHATTANOOGA, TN 37402-2571
(6) INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR
REGISTERED OFFICE
(BLOCK 5A AND/OR 5B) THERE IS AN ADDITIONAL $30.00 REQUIRED FOR
CHANGES MADE TO THIS INFORMATION.
A. CHANGE OF REGISTERED AGENT:
-2-
25
B. CHANGE OF REGISTERED OFFICE:
STREET CITY STATE ZIP CODE + 4 COUNTY
(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT
THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL
BENEFIT CORPORATION AS INDICATED.
IF BLANK OR CHANGE, PLEASE CHECK APPROPRIATE BOX PUBLIC
MUTUAL
B. IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX UNLESS
OTHERWISE INDICATED.
RELIGIOUS
(8) SIGNATURE (9) DATE 3-30-98
(10) TYPE/PRINT NAME OF SIGNER (11) TITLE OF SIGNER
Tracy P. Thrasher VP & Secretary
** THIS REPORT MUST BE DATED AND SIGNED **
-3-