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EXHIBIT 3.25
CHARTER
OF
ECC EMERGENCY COVERAGE CORPORATION
The undersigned natural person, having capacity to contract and acting
as the incorporator of a corporation under the Tennessee General Corporation
Act, adopts the following charter for such corporation:
1. Name. The name of the corporation is -
ECC Emergency Coverage Corporation.
2. Duration. The duration of the corporation is perpetual.
3. Address. The address of the principal office of the corporation in
the State of Tennessee shall be 1701 United American Plaza, in the City of
Knoxville, County of Knox.
4. Profit. The corporation is for profit.
5. Purposes. The purpose or purposes for which the corporation is
organized are to assist hospitals and related health care organizations by
providing emergency care, and to enter into or in any way engage in any and all
financial or other transactions of every kind and nature necessary or desirable
in connection therewith, and to carry on all such other business or businesses
of allied natures as may be necessary or desirable in conducting the principal
business or businesses; and to purchase or otherwise acquire, own, mortgage,
pledge, sell, assign, transfer or otherwise dispose of, to invest, trade and
deal in goods, wares and merchandise and real and personal property of every
class and description; and, without limitation by the specificity of the
foregoing, to engage in any and all activities necessary or desirable to further
any lawful purpose, subject to the provisions of the Tennessee General
Corporation Act.
6. Capital Stock. The maximum number of shares which the corporation
shall have the authority to issue is one hundred thousand (100,000) shares of
common stock with One Dollar ($1.00) par value per share.
7. Initial Capital. The corporation will not commence business until a
consideration of at least $1,000 has been received for the issuance of shares.
8. Preemptive Rights. No holder of shares of the capital stock of the
corporation of any class or series, or of any securities convertible into or
carrying any option to purchase any class or series of the capital stock of the
corporation, now or hereafter authorized, shall have any preferential or
preemptive rights to subscribe for, purchase or receive any shares of the
corporation of any class or series, now or hereafter authorized, or of any
options or warrants for such shares, or of any rights to subscribe or purchase
such shares, or of any securities convertible into or exchangeable for such
shares, which may at any time be issued, sold or offered for sale by the
corporation.
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9. Indemnification. The corporation may indemnify its directors,
officers, employees and agents to the extent and under the circumstances that
such indemnification is authorized by law and authorized or required by the
by-laws.
10. Amendment. The corporation reserves the right to amend, alter,
change or repeal any provisions contained in this Charter, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
Dated this 13th day of January, 1982.
/s/ Robert S. Talbott
--------------------------------------
Robert S. Talbott, Incorporator
RSTJH5G
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DESIGNATION OF
REGISTERED AGENT OF
ECC EMERGENCY COVERAGE CORPORATION
TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:
Pursuant to the provisions of Section 48-1201 of the Tennessee General
Corporation Act, the undersigned incorporator of a domestic corporation being
organized under the Tennessee Corporation Act, submits the following statement
for the purpose of designating the registered agent for the corporation in the
State of Tennessee.
1. The name of the corporation is ECC Emergency Coverage
Corporation.
2. The name and street address of its registered agent in the
State of Tennessee is Robert S. Talbott, 1701 United American Plaza, Knoxville,
Knox County, Tennessee, 37929.
This 13th day of January, 1982.
ECC EMERGENCY COVERAGE CORPORATION
By /s/ Robert S. Talbott
----------------------------------
Robert S. Talbott, Incorporator
RSTJH6G
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Form No. 28
Section 48-1201
For Profit
or
Not For Profit
DESIGNATION, REVOCATION OR CHANGE
OF
REGISTERED AGENT
OF
ECC Emergency Coverage Corporation
To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-1201 of the Tennessee General
Corporation Act, the undersigned foreign or domestic corporation or the
incorporator or incorporators of a domestic corporation being organized under
the Act submit the following statement for the purpose of designating, revoking
or changing, as the case may be, the registered agent for the corporation in the
State of Tennessee:
1. The name of the corporation is ECC Emergency Coverage Corporation
The address of the corporation is 5401 Kingston Pike, Suite 300,
Knoxville, Tennessee, 37919
If a foreign corporation, state or country of incorporation N/A
2. 2. The name and street address of its registered agent in the State of
Tennessee shall be John R. Staley, Jr., M.D., 5401 Kingston Pike, Suite 300,
Knoxville, Tennessee, 37919
Dated: February 7, 1986.
ECC Emergency Coverage Corporation
-------------------------------------------
Name of Corporation
By Martha H. McMurry, Treasurer
-----------------------------------------
(Title)
(Incorporator N/A
or incorporators, -----------------------------------------
if corporation is -----------------------------------------
being organized) -----------------------------------------
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
EMERGENCY COVERAGE CORPORATION
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 Emergency Coverage Corporation
2. The text of each amendment adopted is:
The principal office of the corporation is 9207 Park
West Blvd., Suite 103, Knoxville, TN 37923. The
mailing address of the corporation is P. 0. Box
30707, Knoxville, TN 37930.
3. The corporation is a for-profit corporation.
4. The manner (if not set forth in the amendment) for implementation of
any exchange, reclassification, or cancellation of issued shares is as follows:
5. The amendment was adopted on January 15, 1989 by (the shareholders)
[NOTE: Please strike the choices which do not apply to this amendment.]
6. If the amendment is not to be effective when these articles are filed
by the Secretary of State, the date/time it will be effective is
________________________ , 19_______ (date) ________________________ (time).
[NOTE: The delayed effective date shall not be later than the 90th day after the
date this document is filed by the Secretary of State.]
2-7-90 Emergency Coverage Corporation
- ------------------------------- -------------------------------
Signature Date Name of Corporation
President /s/ John R. Staley
- ------------------------------- -------------------------------
Signer's Capacity Signature
John R. Staley, Jr., M.D.
-------------------------------
Name (typed or printed)
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
ECC EMERGENCY COVERAGE CORPORATION
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 ECC Emergency Coverage Corporation.
2. The text of the amendment adopted is as follows:
The corporation hereby changes its name to Emergency Coverage
Corporation.
3. The amendment was adopted on the 6th day of November, 1991.
4. The amendment was duly adopted by the Board of Directors without
Shareholder action, such Shareholder action not being required.
DATED the 11th day of November, 1991.
EMERGENCY COVERAGE CORPORATION
By: /s/ John Staley
-----------------------------
JOHN STALEY, M.D.
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
EMERGENCY COVERAGE CORPORATION
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 Emergency Coverage Corporation.
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 adds the following paragraph to its
Charter: "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 involves intentional
misconduct or a knowing violation of law, or for distributions in violation of
T.C.A. Section 48-18-304."
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 15th day of February, 1993, by
the board of directors without shareholder action, as such shareholder action
was not required.
DATED this 15th day of February, 1993.
EMERGENCY COVERAGE CORPORATION
By: /s/ John R. Staley, Jr.
------------------------------------------
Its: President
------------------------------------------
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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 3 IF DIFFERENT
CORRECT MONTH IS THIS REPORT IS DUE ON OR BEFORE 07/01/93
(1) SECRETARY OF STATE CONTROL NUMBER: 0111738 OR FEDERAL EMPLOYER
IDENTIFICATION NUMBER: 62-1130266
(2A) NAME AND MAILING ADDRESS OF CORPORATION: (2B) STATE OR COUNTRY OF
INCORPORATION:
EMERGENCY COVERAGE CORPORATION TENNESSEE
P.O. BOX 30707
KNOXVILLE, TN 37930
(2C) ADD OR CHANGE MAILING
ADDRESS:
D 01/14/1982 FOR PROFIT
(3) A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE:
9207 PARK WEST BLVD, SUITE 103, KNOXVILLE, TN 37923
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 John R. Staley, Jr., M.D. 1900 Winston Rd., Suite 300 Knoxville, TN 37919
Secretary Margaret W. Seymour 1900 Winston Rd., Suite 300 Knoxville, TN 37919
Vice-Pres. Michael L. Hatcher 1900 Winston Rd., Suite 300 Knoxville, TN 37919
B. BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODES)
(ATTACH ADDITIONAL SHEET, IF NECESSARY).
X Same as above
None
OR LIST BELOW: NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE + 4
(5) A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:
W. DALE AMBURN
B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS:
1716 CLINCH AVENUE, KNOXVILLE, TN 37916
(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:
STREET CITY STATE ZIP CODE + 4 COUNTY
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(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 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: Margaret W. Seymour (9) DATE: 6-1-93
(10) TYPE/PRINT NAME OF SIGNER: (11) TITLE OF SIGNER:
Margaret W. Seymour Secretary
** THIS REPORT MUST BE DATED AND SIGNED **
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ARTICLES OF MERGER
OF EMERGENCY DEPARTMENT MANAGEMENT SERVICES, INC.
INTO
EMERGENCY COVERAGE CORPORATION
Pursuant to the provisions of Section 48-21-107 of the
Tennessee Business 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
Business Corporation Act.
2. Approval by the Shareholders of each corporation that is a
party to the merger is required by the Tennessee Business Corporation Act.
3. As to Emergency Department Management Services, Inc., a
Tennessee corporation, the plan was duly adopted by the Board of Directors and
approved by the written consent of the sole shareholder entitled to vote on
December 12, 1995.
4. As to Emergency Coverage Corporation, a Tennessee
corporation, the plan was duly adopted by the Board of Directors and approved by
the written consent of the sole shareholder entitled to vote on December 12,
1995.
5. These Articles of Merger shall take effect on December 31,
1995.
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IN WITNESS WHEREOF, these Articles of Merger are executed and
approved on behalf of the parties to the merger by the undersigned, pursuant to
the authorization of the directors and the sole shareholder of each corporation.
Dated: December 12, 1995.
EMERGENCY DEPARTMENT MANAGEMENT SERVICES, INC.
a Tennessee corporation
By: /s/ Michael Hatcher
-------------------------------------------------
Its: Secretary
-------------------------------------------------
EMERGENCY COVERAGE CORPORATION
a Tennessee corporation
By: /s/ H. Lynn Massengale
-------------------------------------------------
Its: President
-------------------------------------------------
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PLAN OF MERGER
OF
EMERGENCY DEPARTMENT MANAGEMENT SERVICES, INC.
INTO
EMERGENCY COVERAGE CORPORATION
Pursuant to the provisions of Section 48-21-102 of the Tennessee Business
Corporation Act, the undersigned corporations adopt the following Plan of
Merger:
1. The name of each corporation planning to merge is:
(a) Emergency Department Management Services, Inc.
(b) Emergency Coverage Corporation
2. The name of the surviving corporation is:
(a) Emergency Coverage Corporation
3. The name of the corporation whose shares will be issued in
connection with the merger is.
(a) Emergency Coverage Corporation
4. The terms and conditions of the merger are:
(a) Agreement to Merge. Emergency Department Management
Services, Inc., and Emergency Coverage Corporation agree to execute and deliver
to the Tennessee Secretary of State for filing Articles of Merger which shall
provide that Emergency Coverage Corporation shall be the surviving corporation
in the Merger.
(b) Effective Date of Merger. Effective date of the Merger
shall be December 31, 1995.
(c) Management of Surviving Corporation. The surviving
corporation, Emergency Coverage Corporation, shall be managed by a Board of
Directors consisting of two Directors.
(d) Costs and Expenses. The constituent corporations shall
bear their own costs and expenses in connection with due diligence and other
related activities preliminary to the Merger. Provided, however, that the
surviving corporation shall bear all legal and accounting costs and expenses
associated with the preparation and filing of the Articles of Merger, Plan of
Merger and all other related documents.
(e) Effect of the Merger. As of the effective date of the
Merger, the separate existence of Emergency Department Management Services.
Inc., shall cease and all property owned by it shall be vested in Emergency
Coverage Corporation without reversion or impairment and all liabilities of
the non-surviving corporation shall be vested in the surviving corporation. The
surviving corporation 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 restrictions, disabilities, duties, debts, and liabilities of the
non-surviving corporation.
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5. The manner and basis of converting the shares of the merging
corporation into securities, cash, or other property of the surviving
corporation is as follows: The sole shareholder of Emergency Department
Management Services, Inc. shall receive ten (10) shares of the common stock of
Emergency Coverage Corporation in exchange for all of the issued and outstanding
shares of common stock of Emergency Department Management Services, Inc., held
by such shareholder.
Dated: December 12, 1995.
EMERGENCY COVERAGE CORPORATION
By: /s/ H. Lynn Massingale
--------------------------------------------
Its: President
--------------------------------------------
EMERGENCY DEPARTMENT MANAGEMENT SERVICES, INC.
By: /s/ Michael Hatcher
--------------------------------------------
Its: Secretary
--------------------------------------------
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APPLICATION FOR USE OF ASSUMED CORPORATE NAME
OF
EMERGENCY COVERAGE CORPORATION
TO THE SECRETARY OF STATE OF THE STATE OF TENNESSEE:
Pursuant to the provisions of Section 48-14-101(d) of the Tennessee Business
Corporation Act, the undersigned corporation hereby applies for the right to
transact business under an assumed corporate name:
1. The true name of the corporation is Emergency Coverage Corporation.
2. The corporation was organized under the laws of Tennessee.
3. The corporation intends to transact business under an assumed corporate
name.
4. The assumed corporate name which it proposes to use is: Emergency
Department Management Services, Inc.
Dated 12-21, 1995.
EMERGENCY COVERAGE CORPORATION
By: /s/ Michael L. Hatcher
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Michael L. Hatcher, Secretary
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