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Exhibit 3.49
ARTICLES OF INCORPORATION
OF
NORTHWEST EMERGENCY PHYSICIANS, INCORPORATED
The undersigned, being over the age of 18 years, for the purpose of
forming a corporation under the Washington Business Corporation Act, hereby
certifies and adopts in duplicate the following Articles of Incorporation:
ARTICLE I.
NAME AND DURATION
The name of the corporation is Northwest Emergency Physicians,
Incorporated and its duration shall be perpetual.
ARTICLE II.
PURPOSES
The purposes of the corporation are as follows:
1. To transact any and all lawful business for which corporations may
be incorporated under the Washington Business Corporation Act, Title 23A of the
Revised Code of Washington, as amended.
2. In furtherance of and not in limitation of the general powers
conferred by the laws of the State of Washington, the corporation shall have
powers to engage in all such activities as are incidental or conducive to the
attainment of the purposes of this corporation, or any of them, and to exercise
any and all powers authorized or permitted to be done by a corporation under any
laws that may be now or hereafter applicable or available to this corporation.
ARTICLE III.
CORPORATE PURCHASE OF STOCK
The corporation shall have the right to acquire by purchase or
otherwise and to own, hold, cancel, reissue, sell, pledge and otherwise deal in
the shares of the corporation to the extent of available unreserved and
unrestricted earned surplus or capital surplus.
ARTICLE IV.
AUTHORIZED CAPITAL
The total number of shares which the corporation shall have authority
to issue is 50,000 of common stock without par value.
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ARTICLE V.
NO PREEMPTIVE RIGHTS
No shareholder of this corporation shall have any preemptive or other
rights to subscribe to or purchase any shares of any class or series of stock,
whether now or hereafter authorized, or any treasury stock of any class or
series offered for sale by the corporation, or any obligations convertable into
any class or series of stock of the corporation.
ARTICLE VI.
VOTING
At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote in person or by proxy the number of
shares of stock held by him, for as many persons as there are directors to be
elected. No cumulative voting for directors shall be permitted.
ARTICLE VII.
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the corporation is
11808 Northup Way, Suite 110, Bellevue, Washington 98005 and the name of its
initial registered agent at such address is Gregory P. Schroedl.
ARTICLE VIII.
BOARD OF DIRECTORS
The number of directors of the corporation shall be fixed in the manner
specified in the ByLaws of the corporation. The number of directors constituting
the initial Board of Directors of the corporation is one (1). The names and
address of the person who is to serve as the sole director until the first
annual meeting of shareholder and until his successor is elected and qualified
is as follows:
NAME: ADDRESS:
Gregory P. Schroedl 11808 Northup Way, Suite 110
Bellevue, Va 98005
ARTICLE IX.
INCORPORATOR
The name and address of the incorporator is:
Gregory P. Schroedl
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11808 Northup Way, Suite 110
Bellevue, WA 98005
ARTICLE X.
CONFLICT OF INTEREST: DISCLOSURE
Any contract or other transaction between this corporation and one or
more of its directors, or between this corporation and any corporation, firm,
association, or other entity, of which one or more of its directors are
stockholders, members, directors, officers, or employees, or in which they are
interested, shall be valid for all purposes, notwithstanding the presence of
such director or directors at the meeting of the Board of Directors which acts
upon or in reference to such contract or transaction and notwithstanding his or
their participation in such action, by voting or otherwise, even though his or
their presence or vote, or both, have been necessary to obligate this
corporation upon such contract or transaction; PROVIDED, that the fact that he
or such firm is so interested shall be disclosed to or shall have been known by
the directors acting on such contract or transaction.
ARTICLE XI.
AMENDMENTS
1. Articles of Incorporation. The corporation reserves the right to
amend, alter, change or repeal any provision contained in these Articles of
Incorporation, in the manner now or hereafter prescribed by law, and all rights
and powers conferred herein on shareholders and directors are subject to this
reserved power.
2. Bylaws. The authority to adopt, alter, amend or repeal the Bylaws of
the corporation is vested in the Board of Directors and it may be exercised at
any regular or special meeting of the Board.
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IN WITNESS WHEREOF, the incorporator has executed these Articles of
Incorporation in duplicate on the 8th day of May, 1985.
/s/ Gregory P. Schroedl
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GREGORY P. SCHROEDL
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