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Exhibit 3.51
ARTICLES OF INCORPORATION
OF
MEDICAL TREATMENT CENTER OF ORANGE PARK, INC.
ARTICLE ONE NAME
The name of the corporation is Medical Treatment Center of Orange Park, Inc.
ARTICLE TWO
NATURE OF BUSINESS
The general nature of the business to be transacted by this corporation
is:
A. To manage and operate a free-standing medical facility.
B. To conduct business in, have one or more offices in and buy, hold,
mortgage, sell, convey, lease or otherwise dispose of real and personal
property, including franchises, patents, copyrights, trademarks and licenses in
the State of Florida and in all other states and countries.
C. To contract debts and borrow money, issue and sell or pledge bonds,
debentures, notes and other evidences of indebtedness, and execute such
mortgages, transfers or corporate property, or other instruments to secure the
payment of corporate indebtedness as required.
D. To purchase the corporate assets of any other corporation and engage
in the same or other character of business.
E. To guarantee, endorse, purchase, hold, sell, transfer, mortgage,
pledge or otherwise acquire or dispose of the shares of the capital stock of, or
any bonds, securities, or other evidences of indebtedness created by any other
corporation of the State of Florida or any other state or government, and while
owner of such stock to exercise all the rights, powers, and privileges of
ownership, including the right to vote such stock.
F. To do everything necessary and proper for the accomplishment of any
of the purposes or the attaining of any of the objects or the furtherance of any
of the purposes enumerated in these Articles of Incorporation or any amendment
thereof, necessary or incidental to the protection and benefit of the
corporation, and in general, either alone or in association with other
corporations, firms or individuals, to carry on any lawful pursuit necessary or
incidental to the accomplishment of the purposes or the attainment of the
objects or the furtherance of such purposes or objects of the corporation.
G. To engage in any activity or business permitted under the laws of
the United States and of the State of Florida.
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The foregoing paragraphs shall be construed as enumerating both objects
and purposes of the corporation; and it is hereby expressly provided that the
foregoing enumeration of specific purposes shall not be held to limit or
restrict in any manner the purposes of the corporation otherwise permitted by
law.
ARTICLE THREE
CAPITAL STOCK
The corporation is authorized to issue 7,500 shares of $1.00 par value
common stock.
ARTICLE FOUR
PREEMPTIVE RIGHTS
Every shareholder, upon the sale for cash of any new stock of the
corporation of the same kind, class or series as that which he already holds,
shall have the right to purchase his prorata share thereof (as nearly as may be
done without issuance of fractional shares) at the price at which it is offered
to others.
ARTICLE FIVE
TERM OF EXISTENCE
The corporation shall have perpetual existence, commencing on the date
of filing of the Articles of Incorporation with the Department of State.
ARTICLE SIX
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of this corporation
is Suite 469, 3900 N.W. 79th Avenue, Miami, Florida 33166. The name of the
initial registered agent of this corporation at this address is Neil J.
Principe, M.D.
ARTICLE SEVEN
INITIAL BOARD OF DIRECTORS
The business of the corporation shall be managed by its board of
directors. The corporation shall initially have one director. The number of
directors may be either increased or diminished from time to time by the bylaws
but shall never be less than one. The name and address of the initial director
of this corporation is Neil J. Principe, M.D., Suite 469, 3900 N.W. 79th Avenue,
Miami, Florida 33166.
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ARTICLE EIGHT
SUBSCRIBER
The name and address of the person signing these Articles of
Incorporation as subscriber is Neil J. Principe, M.D., Suite 469, 3900 N.W. 79th
Avenue, Miami, Florida 33166.
ARTICLE NINE
VOTING FOR DIRECTORS
The board of directors shall be elected by the stockholders of the
corporation at such times and in such manner as provided by the bylaws of the
corporation.
ARTICLE TEN
REMOVAL OF DIRECTORS
Any director of the corporation may be removed at any annual or special
meeting of the stockholders by the same vote as that required to elect a
director.
ARTICLE ELEVEN
CONTRACTS
No contract or other transaction between the corporation and any other
corporation shall be affected by the fact that any director of the corporation
is interested in, or is a director or officer of, such other corporation, and
any director, individually or jointly, may be a party to, or may be interested
in, any contract or transaction of the corporation or in which the corporation
is interested; and no contract or other transaction of the corporation with any
person, firm or corporation shall be affected by the fact that any director of
the corporation is a party in any way connected with such person, firm or
corporation, and every person who may become a director of the corporation is
hereby relieved from any liability that might otherwise exist from contracting
with the corporation for the benefit of himself or any firm, association, or
corporation in which he may be in any way interested.
ARTICLE TWELVE
ADDITIONAL CORPORATE POWERS
In furtherance and not in limitation of the general powers conferred by
the laws of the State of Florida and of the purposes and objects hereinabove
stated, the corporation shall have all the following powers:
A. To enter into, or become a partner in, any arrangement for sharing
profits, union of
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interest or corporation, joint venture, or otherwise, with any person, firm or
corporation for the purpose of carrying on any business which the corporation
has the direct or incidental authority to pursue.
B. At its option, to purchase and acquire any or all of its stock owned
and held by any such stockholder as should desire to sell, transfer or otherwise
dispose of his stock in accordance with the bylaws adopted by the stockholders
of the corporation setting forth the terms and conditions of such purchase;
provided, however, the capital of the corporation is not impaired.
C. At its option, to purchase and acquire the stock owned and held by
any stockholder who dies, in accordance with the bylaws adopted by the
stockholders of the corporation setting forth the terms and conditions of such
purchase; provided, however, the capital of the corporation is not impaired.
D. To enter into, for the benefit of its employees, one or more of the
following: (i) a pension plan, (ii) a profit sharing plan, (iii) a stock bonus
plan, (iv) a thrift and savings plan, (v) a restricted stock option plan, (vi)
other retirement or incentive compensation plans.
ARTICLE THIRTEEN
AMENDMENT
These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the board of directors, proposed by
them to the stockholders, and approved at a stockholders meeting by a majority
of the stock entitled to vote thereon, unless all the directors and all the
stockholders sign a written statement manifesting their intention that a certain
amendment of these Articles of Incorporation be made.
ARTICLE FOURTEEN
ADOPTION OF BYLAWS
The power to alter, amend, or repeal the bylaws or to adopt new bylaws
shall be vested in the board of directors; provided, however, that any bylaws or
amendment thereto as adopted by the board of directors may be altered, amended
or repealed by a vote of the shareholders entitled to vote for the election of
directors, or a new bylaw in lieu thereof may be adopted by vote of such
shareholders.
ARTICLE FIFTEEN
BYLAWS AND CORPORATE MANAGEMENT
The corporation may in its bylaws make any other provision of
requirements for the management or conduct of the business of the corporation,
provided the same is not inconsistent with the provisions of this certificate,
or contrary to the laws of Florida or of the United States.
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IN WITNESS WHEREOF, the undersigned subscriber has executed these
Articles of Incorporation this 16th day of July, 1980.
/s/ Neil J. Principe
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Neil J. Principe, M.D.
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 16th day of
July, 1980, by Neil J. Principe, M.D.
/s/ Marcia Anderson
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Notary Public
My commission expires:
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ARTICLES OF AMENDMENT
OF
MEDICAL TREATMENT CENTER OF ORANGE PARK, INC.
1. Article One of the Articles of Incorporation of Medical Treatment
Center of Orange Park, Inc. shall be amended to read:
ARTICLE ONE NAME
The name of the corporation is Medical
Treatment Center of Jacksonville, Inc.
2. This amendment was adopted by the director of the corporation on
September 11, 1980, before the issuance of any shares of the corporation.
IN WITNESS WHEREOF, the undersigned director of this corporation has
executed these Articles of Amendment on September 17, 1980.
/s/ Neil J. Principe
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NEIL J. PRINCIPE, M.D.
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing amendment was acknowledged before me this September 17,
1980, by Neil J. Principe, M.D.
/s/ Sheila
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Notary Public
My commission expires:
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ARTICLES OF AMENDMENT
TO
MEDICAL TREATMENT CENTER OF JACKSONVILLE, INC.
1. Article One of the Articles of Incorporation of Medical Treatment Center of
Jacksonville, Inc. is hereby amended to read:
ARTICLE ONE NAME
The name of the corporation is Suburban Hospital Anesthesia, Inc.
2. The foregoing amendment was adopted by the stockholders of the corporation on
June 29, 1987.
IN WITNESS WHEREOF, the undersigned president and secretary of this
corporation have executed these articles of amendment on June 29, 1987.
/s/ J. Clifford Findeiss
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J. CLIFFORD FINDEISS, M.D.
President
/s/ George W. McCleary
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GEORGE W. McCLEARY, JR.
Assistant Secretary
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing articles of amendment were acknowledged before me on June
29, 1987, by J. Clifford Findeiss, M.D., as president, and George W. McCleary,
Jr., as assistant secretary, of Medical Treatment Center of Jacksonville, Inc.
on behalf of the corporation.
/s/ Mary Ann
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Notary Public
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ARTICLES OF AMENDMENT
TO
SUBURBAN HOSPITAL ANESTHESIA, INC.
1. Article One of the Articles of Incorporation of Suburban Hospital Anesthesia,
Inc. is hereby amended to read:
ARTICLE ONE
NAME
The name of the corporation is Anesthesiology Group of Bethesda, Inc.
2. The foregoing amendment was adopted by the stockholders of the corporation on
August 20, 1987.
IN WITNESS WHEREOF, the undersigned president and secretary of this
corporation have executed these Articles of Amendment on August 20, 1987.
/s/ J. Clifford Findeiss
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J. CLIFFORD FINDEISS, M.D.
President
/s/ George W. McCleary
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GEORGE W. McCLEARY, JR.
Assistant Secretary
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing Articles of Amendment were acknowledged before me on
August 20, 1987, by J. Clifford Findeiss, M.D., as president, and George W.
McCleary, Jr., as assistant secretary, of Suburban Hospital Anesthesia, Inc. on
behalf of the corporation.
/s/ Mary Ann
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Notary Public
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CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
ANESTHESIOLOGY GROUP OF BETHESDA, INC.
We, the undersigned President and Secretary of ANESTHESIOLOGY GROUP OF
BETHESDA, INC., a corporation organized under the laws of the State of Florida
and located in the County of Broward, in such State, hereby certify:
1. The name of the Corporation is ANESTHESIOLOGY GROUP OF BETHESDA,
INC.
2. The Certificate of Incorporation is amended by the following
resolution adopted by the Stockholders on September 19, 1994;
RESOLVED, that the Officers of the Corporation be, and they hereby are,
authorized to take the necessary measures to amend the Corporation's
Certificate of Incorporation by changing the name of the Corporation
from Anesthesiology Group of Bethesda, Inc. to Paragon Anesthesia, Inc.
to be effective as of the 1st day of October, 1994.
The Certificate of Incorporation is hereby amended so that the FIRST
Article is eliminated, and the following substituted for said FIRST Article:
FIRST: The name of the corporation is:
PARAGON ANESTHESIA, INC.
Signed and dated at Fort Lauderdale, Florida this 20th day of
September, 1994.
Anesthesiology Group of Bethesda, Inc.
BY: /s/ J. Clifford Findeiss
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J. Clifford Findeiss,
President
ATTEST: /s/ Neesa K. Warlen
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Neesa K. Warlen,
Assistant Secretary
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STATE OF FLORIDA
SS:
COUNTY OF BROWARD
I HEREBY CERTIFY that on this 20th day of September, 1994, personally
appeared before me, the undersigned authority, J. Clifford Findeiss and Neesa K.
Warlen, to me well known to be the President and Assistant Secretary,
respectively, of Anesthesiology Group of Bethesda, Inc., who acknowledged before
me that they executed said Certificate of Amendment of Certificate of
Incorporation as their free and voluntary act and deed for the uses and purposes
therein set forth and expressed, and who are personally known to me.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 20th day
of September, 1994 at Ft. Lauderdale, Florida.
/s/ Kathleen Y. Drago
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Notary Public, State of Florida
My Commission Expires: My Commission Expires 12/
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