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ARTICLES OF INCORPORATION
OF
TEAM RADIOLOGY, INC.
Pursuant to Section 55-2-02 of the General Statutes of North Carolina,
the undersigned hereby submits these Articles of Incorporation for the purpose
of forming a business corporation under the laws of the State of North Carolina:
1. The name of the corporation is Team Radiology, Inc.
2. The number of shares the corporation is authorized to Issue is one
hundred thousand (100,000).
3. The street and mailing address of the initial registered office of
the corporation in the State of North Carolina is one University Place, Suite
350, Durham, Durham County, North Carolina 27707; and the name of its initial
registered agent at such address is D. Skip Sallee, M.D.
4. No person who is serving or who has served as a director of the
corporation shall be personally liable to the corporation or any of its
shareholders for monetary damages for breach of duty as a director, except for
liability with respect to (i) acts or omissions that the director at the time of
such breach knew or believed were clearly in conflict with the best interests of
the corporation, (ii) any transaction from which the director derived an
improper personal benefit, (iii) prior to the effective date of this article or
(iv) acts or omissions with respect to which the North Carolina Business
Corporation Act does not permit the limitation of liability. As used herein, the
term "improper personal benefit" does not include a director's reasonable
compensation or other reasonable incidental benefit for or on account of his
service as a director, officer, employee, independent contractor, attorney, or
consultant of the corporation. No amendments or repeal of this article nor the
adoption of any provision to these Articles of Incorporation inconsistent with
this article, shall eliminate or reduce the protection granted herein with
respect to any matter that occurred prior to such amendment, repeal, or
adoption.
5. The name and address of the incorporator is D. Royce Powell Suite
500, 3200 Beechleaf Court, Raleigh, North Carolina 27604.
This the 6th day of October, 1993.
/s/ D. Royce Powell
----------------------------
D. Royce Powell
Incorporator
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ARTICLES OF MERGER
OF
TELERADIOLOGY ASSOCIATES, INC.
INTO
TEAM RADIOLOGY, INC.
Pursuant to the provisions of Section 55-11-05 of the North Carolina Business
Corporation Act, the undersigned corporations adopt the following Articles of
Merger:
1. The attached Plan of Merger (Exhibit "A"), was approved by each of
the undersigned corporations in the manner prescribed by the North Carolina
Business Corporation Act.
2. Approval by the Shareholders of each corporation that is a party to
the merger is required by the North Carolina Business Corporation Act.
3. As to Teleradiology Associates, Inc. (the non-surviving
corporation), the plan was duly adopted and approved by the Sole Shareholder by
the written consent of said Shareholder on December 26, 1996.
4. As to Team Radiology, Inc. (the surviving corporation), the plan was
duly adopted and approved by the Sole Shareholder by the written consent of said
Shareholder on December 26, 1996.
5. These Articles of Merger shall take effect on January 1, 1997, or
such later date as they may be filed with the Secretary of State.
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IN WITNESS WHEREOF, these Articles of Merger are executed and approved
on behalf of parties to the merger by the undersigned, pursuant to the
authorization of the Sole Shareholder and the directors of each corporation.
Dated: Dec. 26, 1996.
TELERADIOLOGY ASSOCIATES, INC.
By: /s/ H. Lynn Massingale
-------------------------------
H. Lynn Massingale, M.D.
Its: President
TEAM RADIOLOGY, INC.
By: /s/ H. Lynn Massingale
-------------------------------
H. Lynn Massingale, M.D.
Its: President
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PLAN OF MERGER
OF
TELERADIOLOGY ASSOCIATES, INC.
INTO
TEAM RADIOLOGY, INC.
Pursuant to the provisions of Section 55-11-01 of the North Carolina Business
Corporation Act, the undersigned corporations adopt the following Plan of
Merger:
1. The name of the corporations planning to merge are:
(a) Teleradiology Associates, Inc., a North Carolina
Corporation; and
(b) Team Radiology, Inc., a North Carolina Corporation
2. The name of the surviving corporation is:
(a) Team Radiology, Inc.
3. The name of the corporation whose shares will be issued in
connection with the merger is:
(a) Team Radiology, Inc.
4. The terms and conditions of the merger are:
(a) Agreement to Merge. Teleradiology Associates, Inc.
and Team Radiology, Inc. agree to execute and deliver
to the North Carolina Secretary of State for filing
Articles of Merger which shall provide that Team
Radiology, Inc. shall be the surviving corporation in
the Merger.
(b) Effective Date of Merger. Effective date of the
Merger shall be January 1, 1997, or such later date
as the Articles of Merger are filed.
(c) Costs and Expenses. The constituent corporations
shall bear their own costs and expenses in connection
with due diligence and other related activities
preliminary to the Merger. Provided, however, that
the surviving corporation shall bear all legal and
accounting costs and expenses associated with the
preparation and filing of the Articles of Merger,
Plan of Merger and all other related documents.
(d) Effect of the Merger. As of the effective date of the
Merger, the separate existence of Teleradiology
Associates, Inc. shall cease and all property
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owned by it shall be vested in Team Radiology, Inc.
without reversion or impairment and all liabilities
of the non-surviving corporation shall be vested in
the surviving corporation. The surviving corporation
shall possess and enjoy all the rights, privileges,
immunities, powers and franchises, both of a public
and a private nature, and be subject to all
restrictions, disabilities, duties, debts, and
liabilities of the non-surviving corporation.
5. The manner and basis of converting the shares of the non-surviving
corporation into securities, cash, or other property of the surviving
corporation is as follows: The sole shareholder of non-surviving corporation
shall exchange all of its shares of common stock for fifty thousand (50,000)
shares of the common stock of the surviving corporation.
Dated: Dec. 26, 1996.
TELERADIOLOGY ASSOCIATES, INC.
By: /s/ H. Lynn Massingale
-------------------------------
H. Lynn Massingale, M.D.
Its: President
TEAM RADIOLOGY INC.
By: /s/ Michael L. Hatcher
-------------------------------
Michael L. Hatcher
Its: Vice President and Chief Operating
Officer
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