1
EXHIBIT 3.43
CHARTER
OF
MED: ASSURE SYSTEMS, INC.
The undersigned natural person, having capacity of contract and acting
as the incorporator of a corporation under the Tennessee General Corporation
Act, adopt the following charter for such corporation:
1. The name of the corporation is MED: ASSURE SYSTEMS, INC.
2. The duration of the corporation is perpetual.
3. The address of the principal office of the corporation in the
State of Tennessee shall be 5408 Neilwoods Drive, Knoxville, Tennessee 37919,
County of Knox.
4. The corporation is for profit.
5. The purpose for which the corporation is organized is:
To conduct the general business of providing documentation and
verification of patient medical conditions, treatments and
services for hospitals, physicians, insurance companies and
other persons or entities and all business necessary and
incidental thereto. The corporation is also organized for any
other lawful purposes permitted by law, and shall have all the
powers of a corporation as outlined in Section 48-1-402 T.C.A.
6. The maximum number of shares which this corporation shall have
the authority to issue is 2,000 shares with no par value.
7. The corporation will not commence business until consideration
of One Thousand Dollars ($1,000.00) has been received for the issuance of
shares.
2
8. Other provisions:
(a) Capital surplus of the corporation may be distributed by
resolution of the Board of Directors without stockholders' vote or approval.
(b) The corporation by resolution of its Board of Directors
can redeem, purchase, or acquire its own stock out of unrestricted or unreserved
capital surplus without stockholder approval.
(c) The Board of Directors of this corporation may take any
action which by law they are required or permitted to take, without a meeting,
upon written consent signed by all directors setting forth the action so taken.
DATED: February 9, 1987
/s/ W. Dale Amburn
_____________________________
INCORPORATOR
2
3
DESIGNATION OF REGISTERED AGENT
OF
MED: ASSURE SYSTEMS, INC.
To The Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-1-1201 of the Tennessee
General Corporation Act, the undersigned incorporator of a domestic corporation
being organized under the 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: MED: ASSURE SYSTEMS, INC.
2. The address of the corporation is 5408 Neilwoods Drive,
Knoxville, Knox County, Tennessee 37919.
3. The name and address of its registered agent in the State of
Tennessee shall be W. Dale Amburn, 1716 Clinch Avenue, Knoxville, Knox County,
Tennessee 37916.
DATED: February 9, 1987.
/s/ W. Dale Amburn
______________________________
INCORPORATOR
1
4
ARTICLES OF AMENDMENT TO THE CHARTER
OF
MED ASSURE SYSTEMS, INC.
Pursuant to the provisions or Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles or amendment to its charter:
1. The name of the corporation is Med Assure Systems, Inc.
2. The text of each amendment adopted is:
The principal office of the corporation is 9207 Park West Blvd., Suite
102, Knoxville, TN 37923. The mailing address of the corporation is
P.0. Box 30698, 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 issues shares is as follows:
5. The amendment was duly 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.]
Med Assure Systems, Inc.
3/7/90
__________________________________ _____________________________________
Signature Date Name of Corporation
President
/s/ H. Lynn Massingale
__________________________________ _____________________________________
Signer's Capacity Signature
H. Lynn Massingale, M.D.
_____________________________________
Name (typed or printed)
1
5
ARTICLES OF AMENDMENT TO THE CHARTER
OF
MED: ASSURE SYSTEMS, 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 Med: Assure Systems, Inc.
2. The text of the amendment adopted is:
(a) The Corporation hereby changes the street address of
its principal office to 1900 Winston Road, Post Office Box 30698, Knoxville,
Tennessee 37930.
(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.
1
6
The amendment was duly adopted on the 28th day of October, 1992, by the
board of directors without shareholder action, as such shareholder action was
not required.
DATED this 28th day of October, 1992.
MED: ASSURE SYSTEMS, INC.
By: /s/
--------------------------
Its: Secretary
-------------------------
2