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EXHIBIT 3.21
STATE OF ALABAMA
ss.
MADISON COUNTY
ARTICLES OF INCORPORATION
OF
DANIEL & YEAGER, INC.
KNOW ALL MEN BY THESE PRESENTS,
That I, Samuel C. Yeager, the undersigned incorporator, for the purpose
of forming a business corporation pursuant to the provisions of Title 10,
Chapter 2A, Code of Alabama (3975), as amended ("Alabama Business Corporation
Act"), do hereby adopt these Articles of Incorporation, the same to constitute a
charter for carrying on the business hereinafter specified.
ARTICLE I
NAME OF CORPORATION
The name of the corporation shall be Daniel & Yeager, Inc.
ARTICLE II
PURPOSES
The nature of the business and the purposes for which the corporation
is formed shall be as follows:
(1) To provide support and personnel services and locum tenens services
in the medical field, and to provide an perform all related services thereto.
(2) To do all things necessary, desirable, or expedient in the
operation, management, and conduct of the business.
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(3) To transact all lawful business for which corporations may be
incorporated under the Alabama Business Corporation Act.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation shall
be 7220 Governors Drive, W., Huntsville, Alabama 35806, and the initial
registered agent at such address shall be Samuel C. Yeager.
ARTICLE IV
DURATION
The duration of the corporation shall be perpetual unless the
corporation is dissolved by law or otherwise terminated.
ARTICLE V
SHARES
The corporation shall be authorized to issue 1,000 common shares having
a par value of $1.00 each.
ARTICLE VI
INCORPORATOR AND DIRECTORS
(1) INCORPORATOR: The name and address of the incorporator is as
follows:
NAME ADDRESS
Samuel C. Yeager Huntsville, Alabama
(2) DIRECTORS: The initial board of directors shall consist of four (4)
directors. The names and addresses of the persons who are to serve as directors
until the first annual meeting of the shareholders, or until their successors
are elected and qualified, are as follows:
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NAME ADDRESS
Samuel C. Yeager 7220 Governors Drive, S.W.
Huntsville, Alabama 35806
Charles F. Daniel, Jr. 933 Meadow Lane
Henderson, South Carolina 27536
Timothy L. Yeager 563 Pettus Road
Madison, Alabama 35758
John S. Daniel 2421 Inverloch Circle
Dulth, Georgia 30136
ARTICLE VII
REGULATORY PROVISIONS
(1) VOTING: At any meetings of the shareholders of the corporation, the
shareholders of record shall be entitled to one vote for each share standing in
his name. Shares may be voted by the shareholders either in person or by proxy.
(2) PRE-EMPTIVE RIGHTS: Each shareholder shall have a pre-emptive right
to purchase additional or treasury shares of the corporation under the Alabama
Business Corporation Act.
(3) MANAGEMENT: The business and affairs of the corporation shall be
under the management of a board of directors to consist initially of four (4)
persons, and such number thereafter as may be fixed by the bylaws.
(4) SHARES NONASSESSABLE: The shares of the corporation, when fully
paid for in accordance with the subscription therefor, shall be fully paid and
nonassessable, and in no case shall any shareholder be liable other than for the
unpaid shares subscribed for by him.
(5) LIEN ON SHARES: The corporation shall have a lien on the shares of
a shareholder for any debt or liability owed to it by him before a notice of
transfer or levy on such
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shares is received by the corporation. The corporation shall have the rights
with respect to the lien conferred by the laws of the State of Alabama.
(6) AMENDMENTS: The corporation reserves the right to amend or repeal
any provision of these Articles of Incorporation in the manner provided by law;
and all rights conferred upon the officers, directors, and shareholders of the
corporation are granted subject to this reservation.
(7) BYLAWS: The initial bylaws of the corporation shall be adopted by
the shareholders. The power to alter, amend or repeal the bylaws or adopt new
bylaws shall be vested in the board of directors: provided, however, that a
majority of the shareholders may alter or amend such bylaws at any meeting of
the shareholders called for that purpose.
IN WITNESS WHEREOF, I, the said incorporator, have hereunto set my hand
on this 25 day of October, 1989.
/s/ Samuel C. Yeager
______________________________
Samuel C. Yeager
THIS INSTRUMENT PREPARED BY
BRADLEY, ARANT, ROSE & WHITE
By: Scott E. Ludwig
223 East Side Square
Huntsville, Alabama 35801
Telephone (205) 533-5040
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