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EXHIBIT 3.31
ARTICLES OF INCORPORATION
OF
EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.
The undersigned, being a natural person, duly licensed or
otherwise legally authorized to render a professional service within the State
of Ohio, and acting as the incorporator, does hereby adopt the following
articles of incorporation for the purpose of forming a professional corporation
pursuant to the provisions of Chapter 1785 of the Revised Code of Ohio, as
amended and implemented, and the provisions of Chapter 1701 of the Revised Code
of Ohio, as amended and implemented, hereinafter sometimes referred to as the
"General Corporation Law":
FIRST: The name of the corporation (hereinafter called the
"corporation") is Emergency Professional Services of Ohio, Inc.
SECOND: The place in the State of Ohio where the principal
office of the corporation is to be located is the City of Cleveland, County of
Cayahuga.
THIRD: The purposes for which the corporation is formed, which
shall be in addition to the purpose to engage in any lawful act or activity for
which corporations may be formed under sections 1701.01 to 1701.98 inclusive of
the Revised Code of Ohio, is to render the professional services which may be
rendered by physicians and surgeons and by doctors of medicine.
FOURTH: The authorized number of shares of the corporation is
500, each of which is of a par value of $.01 and is of the same class as each
other share and is to be a common share.
FIFTH: The minimum amount of stated capital with which the
corporation will begin business is Five Hundred Dollars.
SIXTH: No holder of any (illegible) subscribe for any unissued
shares of any class or any additional shares of any class to be issued by reason
of any increase of the authorized number of shares of the corporation of any
class, or bonds, certificates of indebtedness, debentures or other securities
convertible into shares of the corporation or carrying any right to purchase
shares of any class, but any such unissued shares or such additional authorized
issue of any shares or of other securities convertible into shares, or carrying
any right to purchase shares may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms, corporations or
associations and upon such terms as may be deemed advisable by the Board of
Directors in the exercise of its discretion.
SEVENTH: 1. Notwithstanding any provision in the General
Corporation Law requiring for any purpose the vote, consent, waiver, or release
of the holders of a designated greater proportion (but less than all) of the
shares of any particular class or of each class, if the
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shares are classified, the vote, consent, waiver, or release of the holders of
at least a majority of the voting power or of at least a majority of the shares
entitled to vote, as the case may be, of such particular class or of each class,
if the shares are classified, shall be required in lieu of any such designated
greater proportion otherwise required by any provision of said General
Corporation law.
2. Whenever the General Corporation Law shall fail to
prescribe a designated proportion of voting power required for any purpose, the
vote, consent, waiver, or release of at least a majority of the voting power
represented at a meeting of shareholders at which a quorum is present shall be
sufficient for any such purpose; and at any such meeting the shareholders
entitled to exercise at least a majority of the voting power relating to any
such purpose shall constitute a quorum.
3. The corporation shall have the power, without the approval,
which might otherwise be required, of any of its shareholders, to repurchase any
of its shares if and when any shareholder, on the happening of any event is
required to sell such shares, and shall have the power, without the approval of
any of its shareholders, to purchase any of its issued shares to the fullest
extent permitted by Section 1701.35 of the General Corporation Law.
EIGHTH: The corporation shall, to the fullest extent permitted
by Section 1701.13 of the General Corporation Law, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under the
Regulations, any agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
NINTH: From time to time any of the provisions of the Articles
of Incorporation may be amended, altered or repealed, and other provisions
authorized by the General Corporation Law and the laws of the State of Ohio at
the time in force may be added or inserted in the manner and at the time
prescribed by said laws, and all rights at any time conferred upon the
shareholders of the corporation by the Articles of Incorporation are granted
subject to the provisions of this Article TENTH.
Signed on December 29, 1977.
/s/ Richard Shoop
--------------------------------
Richard Shoop, M.D.
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CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.
The undersigned, being the president and secretary of Emergency
Professional Services of Ohio, Inc., an Ohio corporation, hereby certifies that,
by action taken without a meeting on February 1, 1979 the shareholder adopted a
resolution amending the Articles of Incorporation as follows:
RESOLVED that the Articles of Incorporation of Emergency
Professional Services of Ohio, Inc. be amended so that Article
Second shall read as follows:
SECOND. The place in Ohio where its principal office
is to be located is City of Lakewood, County
of Cuyahoga.
/s/ Richard
_________________________
President
/s/
____________________________
Secretary
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CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.
For Profit Charter No. 511318
THOMAS G. LEMKE, President and G. MALCOLM HOPE, Secretary, of Emergency
Professional Services of Ohio, Inc. (the "Company"), an Ohio corporation, do
hereby certify that the following amendment to the Articles of Incorporation of
said Company was duly authorized by unanimous written consent of all the
shareholders of the Company, without a meeting, dated February 15, 1981:
"RESOLVED: That Article Fourth of the Articles of Incorporation of this
Company be and the same is hereby amended so that, as amended, it shall
read as follows:
FOURTH. The authorized number of shares of the corporation is 500, all
of which are common shares, $.01 per value.
Each of the issued and outstanding units of 37.5 common
shares, $.01 par value heretofore authorized is hereby changed into
three (3) common shares of the corporation. Said change shall become
effective as to shareholders of record on February 1, 1981. Any issued
and outstanding units of less than 37.5 common shares, $.01 par value
shall remain unchanged.
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IN WITNESS WHEREOF, said Thomas G. Lemke, President, and G. Malcolm
Hope, Secretary, of Emergency Professional Services of Ohio, Inc., for and on
behalf of said Company have hereunto subscribed their names this 5th day of
March, 1981.
/s/ Thomas G. Lemke
___________________________________
Thomas G. Lemke, President
/s/ G. Malcolm Hope
___________________________________
G. Malcolm Hope, Secretary
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CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.
James J. Rybak, President, and Michael C. Thomas, Secretary,
of Emergency Professional Services of Ohio, Inc., an Ohio corporation (the
"Corporation"), with its principal office located in Middleburg Heights, Ohio,
do hereby certify that all the Shareholders of the Corporation, present at the
May 12, 1988 Annual Meeting unanimously approved and adopted the following
resolutions:
RESOLVED: That Article SECOND of the Articles of Incorporation
of the Corporation be amended to read in its entirety as
follows:
"SECOND. The place in the State of Ohio where the principal
office of the corporation is located is the City of Middleburg
Heights, County of Cuyahoga."
RESOLVED FURTHER: That the President and the Secretary of the
Corporation are hereby authorized and directed to execute and
file in the office of the Secretary of State of Ohio an
appropriate Certificate of Amendment in order to carry out the
intent and purposes of the preceding resolution and render
effective said Amendment to the Articles of Incorporation.
IN WITNESS WHEREOF, said James J. Rybak, President and Michael
C. Thomas, Secretary, acting for and on behalf of the
Corporation, have hereunto subscribed their names this 12th
day of May, 1988.
EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.
By: /s/ James J. Rybak
_________________________________________________
James J. Rybak, President
And: /s/ Michael C. Thomas
__________________________________________________
Michael C. Thomas, Secretary
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CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
EMERGENCY PROFESSIONAL SERVICES OF OHIO, INC.
James J. Rybak, President, and Michael C. Thomas, Secretary,
of Emergency Professional Services of Ohio, Inc. (the "Corporation"), with its
principle office located in Middleburg Heights, Ohio, do hereby certify that all
of the Shareholders of the Corporation present at the May 17, 1990 Annual
Meeting of Shareholders unanimously approved and adopted the following
resolutions:
RESOLVED: That Article FIRST of the Articles of Incorporation
of the Corporation be amended to read in its entirety as
follows:
"FIRST: The name of the corporation is Emergency Professional
Services, Inc."
RESOLVED FURTHER: That the President and the Secretary of the
Corporation are hereby authorized and directed to execute and
file in the office of the Secretary of State of Ohio an
appropriate Certificate of Amendment in order to carry out the
intent and purposes of the preceding resolution and render
effective said Amendment to the Articles of Incorporation.
IN WITNESS WHEREOF, said James J. Rybak, President, and Michael C.
Thomas, Secretary, have hereunto subscribed their names this 17th day of May,
1990.
EMERGENCY PROFESSIONAL SERVICES OF
OHIO, INC.
By: /s/ James J. Rybak
___________________________________
James J. Rybak, President
By: /s/ Michael C. Thomas
___________________________________
Michael C. Thomas, Secretary
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CERTIFICATE OF MERGER
I. SURVIVING ENTITY
A. The name of the entity surviving the merger is: Emergency
Professional Services, Inc.
B. Name change:
C. The surviving entity is a: Domestic (Ohio) corporation
II. Merging Entities
The name, type or entity, and state/country of incorporation or
organization, respectively, of each entity, other than the survivor, which is a
party to the merger are as follows:
EPS Merger Corporation Delaware Corporation
III. Merger Agreement on File
The name and mailing address of the person or entity from whom which
eligible persons may obtain a copy of the agreement of merger upon written
request:
Emergency Professional Services, Inc.
7123 Pearl Road, Suite 201
Middleburg Hts., Ohio 44130
IV. EFFECTIVE DATE OF MERGER
This merger is to be effective:
On ______________ (if a date is specified, the date must be a date on
or after the date of filing; the effective date of the merger cannot be earlier
than the date of filing; if no date is specified, the date of filing will be the
effective date of the merger).
V. MERGER AUTHORIZED
The laws of the state or country under which each constituent entity
exists, permits this merger.
This merger was adopted, approved and authorized by each of the
constituent entities in compliance with the laws of the state under which it is
organized, and the persons signing this certificate on behalf of each of the
constituent entities are duly authorized to do so.
VI. STATUTORY AGENT
The name and address of the surviving entity's statutory agent upon
whom any process, notice or demand may be served is:
Name Address
______________________ ____________________________________________________
(complete street address)
____________________________________________________
(city, village or township) (zip code)
(This item MUST be completed if the surviving entity is a foreign entity which
is not licensed, registered or otherwise authorized to conduct or transact
business in the State of Ohio)
ACCEPTANCE OF AGENT
The undersigned, named herein as the statutory agent for the above
referenced surviving entity, hereby acknowledges and accepts the appointment of
statutory agent for said entity.
____________________________________________________
Signature of Agent
(The acceptance of agent must be completed by domestic surviving entities if
through this merger the statutory agent for the surviving entity has changed,
or the named agent differs in any way from the name reflected on the Secretary
of State's records.)
VII. STATEMENT OF MERGER
Upon filing, or upon such later date as specified herein, the merging
entity/entities listed herein shall merge into the listed surviving entity.
VIII. AMENDMENTS
The Articles of incorporation, articles of organization or certificate
of limited partnership (strike the inapplicable terms) of the surviving
domestic entity herein, are amended as set forth in the attached "Exhibit A".
(Please note that any amendments to articles of incorporation,
articles of organization or to a certificate of limited partnership MUST be
attached if the surviving entity is a DOMESTIC corporation, limited liability
company, or limited partnership.)
IX. QUALIFICATION OR LICENSURE OF FOREIGN SURVIVING ENTITY
A. The listed surviving foreign corporation, limited liability company,
or limited partnership desires to transact business in Ohio as a foreign
corporation, foreign limited liability company, or foreign limited partnership,
and hereby appoints the following as its statutory agent upon whom process,
notice or demand against the entity may be served in the State of Ohio. The name
and complete address of the statutory agent is:
______________________ ____________________________________________________
(name) (street and number)
____________________________________________________, Ohio _________________
(city, village or township) (zip code)
The subject surviving foreign corporation, limited liability company or
limited partnership irrevocably consents to service of process on the statutory
agent listed above as long as the authority of the agent continues, and to
service of process upon the Secretary of State if the agent cannot be found, if
the corporation, limited liability company or limited partnership fails to
designate another agent when required to do so, or if the corporation's, limited
liability company's, or limited partnership's license or registration to do
business in Ohio expires or is cancelled.
B. The qualifying entity also states as follows: (complete only if
applicable)
1. FOREIGN QUALIFYING LIMITED LIABILITY COMPANY
(If the qualifying entity is a foreign limited liability company,
the following information must be completed)
a. The name of the limited liability company in its state of
organization/registration is ___________________________________
________________________________________________________________
b. The name under which the limited liability company desires to
transact business in Ohio is ___________________________________
c. The limited liability company was organized or registered on
_____________________________________ under the laws of the
month day year
state/country of _______________________________________________
d. The address to which interested persons may direct request for
copies of the articles of organization, operating agreement,
bylaws, or other charter documents of the company is:
________________________________________________________________
________________________________________________________________
2. FOREIGN QUALIFYING LIMITED PARTNERSHIP
(If the qualifying entity is foreign limited partnership, the
following information must be completed)
a. The name of limited partnership is _____________________________
________________________________________________________________
b. The limited partnership was formed on __________________________
month day year
under the laws of the state/country of _________________________
c. The address of the office of the limited partnership in its
state/country of organization is ______________________________
________________________________________________________________
d. The limited partnership's principal office address is __________
________________________________________________________________
e. The names and business or residence addresses of the GENERAL
partners of the partnership are as follows:
Name Address
________________________________________________________________
________________________________________________________________
________________________________________________________________
(If insufficient space to cover this item, please attach a
separate sheet listing the general partners and their respective
addresses)
f. The address of the office where a list of the names and business
or residence addresses of the limited partners and their
respective capital contributions is to be maintained is:
________________________________________________________________
________________________________________________________________
The limited partnership hereby certifies that it shall maintain
said records until the registration of the limited partnership
in Ohio is cancelled or withdrawn.
The undersigned, (illegible) entities have caused this certificate of
merger to be (illegible) duly authorized officers, partners and representatives
on the dates stated below.
Emergency Professional Services, Inc. EPS Merger Corporation
By: /s/ By: /s/ Harold O.
----------------------- -----------------------
Its: President Its: Vice President
Emergency Professional Services, Inc. EPS Merger Corporation
By: /s/ Michael Hatcher By: /s/
----------------------- -----------------------
Its: Secretary Its: Secretary
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CERTIFICATE TO AMEND THE
ARTICLES OF INCORPORATION
OF
EMERGENCY PROFESSIONAL SERVICES, INC.
The undersigned officer of Emergency Professional Services, Inc. (the
"Corporation"), does hereby certify that the following resolutions amending the
Articles of Incorporation of the Corporation were duly adopted in a writing
effective September 15, 1996, signed by the sole shareholder who would be
entitled to notice of a meeting held for such purpose.
WHEREAS, the Corporation has changed its corporate structure from a
professional corporation duly formed under Chapter 1785 of the Ohio
Revised Code to a for profit corporation organized according to the
provisions of Chapter 1701 of the Ohio Revised Code; and
WHEREAS, the Corporation desires to formally amend its Articles of
Incorporation to reflect the change in corporate structure; be it
therefor
RESOLVED, that the initial paragraph of the Articles of Incorporation
of the Corporation is hereby amended to read as follows:
"The undersigned, for purposes of forming a corporation for
profit in accordance with Chapter 1701 of the Ohio Revised
Code, does hereby state the following:"
RESOLVED FURTHER, that the President, Vice President, Secretary,
Treasurer, or other appropriate officers are authorized and directed to
certify adoption of the foregoing resolution, to file such certificate
with the Secretary of State, and to take all action necessary to effect
the foregoing amendment of the Articles of Incorporation.
Dated: 9/30, 1997 Emergency Professional Services, Inc.
By: /s/
___________________________
Its: president
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