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EXHIBIT 3.41
WEST VIRGINIA
ARTICLES OF INCORPORATION
OF
INPHYNET ANESTHESIA OF WEST VIRGINIA, INC.
The undersigned, acting as incorporator(s) of a corporation under Chapter 31,
Article 1, Section 27 of the West Virginia Code, adopt(s) the following Articles
of Incorporation for such corporation:
1. The undersigned agrees to become a West Virginia corporation by the
name of:
InPhyNet Anesthesia of West Virginia, Inc.
(The name of the corporation shall contain one of the words
"corporation," "company," "incorporated," "limited" or shall contain an
abbreviation or one such words. (Section 31-1-21, W. Va. Code)
2. A. The address at the physical location of the principal office of the
corporation will be 1200 South Pine Island Road, Suite 600, in the
city, town or village of Plantation, county of Broward, State of
Florida, Zip Code 33324.
The mailing address of the above location, if different, will be
___________________________.
B. The address at the physical location of the principal place of
business in West Virginia of the corporation, if different than the
above address, will be 501 Morris Street, in the city, town or village
of Charleston, Kanawha County, West Virginia, Zip Code 25325.
The mailing address of the above location, if different, will be
___________________________.
3. This corporation is organized as:
A. Non-stock, non-profit _________.
or
B. Stock, for profit X, and the aggregate value of the
authorized capital
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stock of said profit corporation will be $10.00 dollars, which
shall be divided into 1,000 shares of the par value of $.01
dollars each. (If shares are to be divided into more than one
class or if the corporation is to issue shares in any
preferred or special class in series, additional statements
are required within the articles of incorporation.) (As
provided by law, for the purpose of assessment of the license
tax, and for no other purpose, shares of stock having no par
value shall be presumed to be of the par value of $25 each;
but, if such stock was originally issued for a consideration
greater than $25 per share, the annual license taxes as are
required to be paid to the Tax Commissioner shall be computed
upon the basis of the consideration for which such stock was
issued. W. Va. Code Section 11-12-78.)
4. The period of duration of the corporation which may be perpetual, is
Perpetual.
5. The purpose(s) for which this corporation is formed (which may be
stated to be, or to include, the transaction of any actual, lawful
business for which corporations may be incorporated (in West Virginia)
as follows:
To provide or arrange for physician staffing and management
services to hospital anesthesia departments in the state of
West Virginia, and to engage in any lawful act or activity for
which the corporation may be organized to do business under
the laws of West Virginia.
6. The provisions for the regulation of the internal affairs of the
corporation, which the incorporators elect to set forth in the articles
of incorporation, are as follows:
all such provisions shall be set forth in the By-laws of the
corporation.
7. The provisions granting, limiting or denying preemptive rights to
shareholders, if any, are as follows:
none
8. The full names and addresses of the incorporator(s), including street
and street number, and the city, town or village, including the zip
code, and the number of shares subscribed for by each is (are) as
follows:
NUMBER OF SHARES
NAME ADDRESS (OPTIONAL)
See 1 in Addendum
9. The number of directors constituting the initial board of directors of
the corporation is three and the names and addresses of the persons who
are to serve as directors until the 1st annual meeting of
shareholders/members, or until their successors are elected and shall
qualify, are as follows:
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NAME ADDRESS
J. Clifford Findeiss - 1200 South Pine Island Road, Ste. 600, Plantation, FL 33324
Erie Chapman - 1200 South Pine Road, Ste. 600, Plantation, FL 33324
George W. McCleary, Jr. - 1200 South Pine Island Road, Ste. 600, Plantation, Fl 33324
10. The name and address of the appointed person to whom notice process may
be sent is:
C T CORPORATION SYSTEM, 707 Virginia Street East, Charleston, W. Va.
25301
ACKNOWLEDGMENT
I (We) the undersigned, for the purpose of forming a corporation under the laws
of the State of West Virginia, do make and file this "Articles of
Incorporation".
In witness whereof, I (We) have accordingly set (our) my respective
hands this 25th day of February, 1997.
(All Incorporators must sign below. Names and signatures must appear the same
throughout the Articles of Incorporation.)
PHOTOCOPIES OF THE SIGNATURES OF THE INCORPORATORS AND THE
NOTARY PUBLIC CANNOT BE ACCEPTED.
_____signature /s/ David C. Peck
___________________
State of Florida
County of Broward
I, Mary Ann D'Amato, a Notary Public, in and for the county and state aforesaid,
hereby certify that (names of all incorporators as shown in item 8 must be
inserted in this space by official taking acknowledgment)
David C. Peck
whose name(s) is signed to the foregoing Articles of Incorporation, this day
personally appeared before me in my said county and acknowledged his (her)
(their) signature(s)
My commission expires March 29, 1997
seal________
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/s/ Mary A. D'Amato
_____________________________________
(Notary Public)
ARTICLES OF INCORPORATION PREPARED BY David C. Peck
whose mailing address is 1200 South Pine Island Road, Ste. 600, Plantation, FL
33324.
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ADDENDUM
Name: David C. Peck
Address: 1200 So. Pine Island Road, Suite 600, Plantation, FL 33324
Number of Shares: