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Exhibit 3.75
ARTICLES OF INCORPORATION
OF
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
I, the undersigned hereby make, subscribe, acknowledge and file with
the Secretary of State of the State of Florida these Articles of Incorporation
for the purpose of forming a corporation for profit in accordance with the laws
of the State of Florida.
ARTICLE I
Name
The name of this corporation shall be:
The Emergency Associates for Medicine, Inc.
ARTICLE II
Existence of Corporation
This corporation shall begin existence on January 1, 1986, and shall
have perpetual existence.
ARTICLE III
Purposes
The corporation may engage in the transaction of any or all lawful
business for which corporations may be incorporated under the laws of the State
of Florida.
ARTICLE IV
Capital Stock
(a) The total number of shares of capital stock authorized to be issued
by the corporation shall be 1,000,000 shares of Class A common capital voting
stock having a par value of $1.00 per share and 1,000,000 shares of Class B
common capital non-voting stock having a par
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value of $1.00 per share. Each of the shares of Class A common capital voting
stock shall entitle the holder thereof to one (1) vote at any meeting of the
stockholders. All or any part of the capital stock may be paid for in cash, in
property, or in labor or services actually performed for the corporation and
valued at a fair valuation to be fixed by the Board of Directors at a meeting
called for such purpose. All stock when issued shall be paid for and shall be
nonassessable.
(b) In the election of directors of this corporation there shall be no
cumulative voting of the stock entitled to vote at such election.
ARTICLE V
Registered Office and Registered Agent
The street address of the corporation's initial registered office is
501 East Kennedy Boulevard, Suite 1700, Tampa, Florida 33602, and the name of
the corporation's initial registered agent at such address is Thomas J.
Ellwanger. The corporation may change its registered office or its registered
agent or both by filing with the Department of State of the State of Florida a
statement complying with Section 607.037, Florida Statutes.
ARTICLE VI
Initial Board of Directors
The number of directors constituting the initial Board of Directors
shall be two (2), and the name and address of each person who is to serve as a
member thereof is as follows:
Name Address
James V. Hillman 4 Columbia Drive, Suite 115
Harbourside Medical Tower
Tampa, Florida 33679
J. Paul Michlin 4 Columbia Drive, Suite 115
Harbourside Medical Tower
Tampa, Florida 33679
ARTICLE VII
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Incorporators
The name and address of the incorporator of this corporation is as
follows:
Name Address
Thomas J. Ellwanger 501 East Kennedy Boulevard
Suite 1700
Tampa, Florida 33679
ARTICLE VIII
Amendment of Articles of Incorporation
The corporation reserves the right to amend, alter, change or appeal
any provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are subject to this reservation.
IN WITNESS WHEREOF, I, the undersigned, have executed these Articles
for the uses and purposes therein stated.
/s/ Thomas J. Ellwanger
---------------------------------
Thomas J. Ellwanger
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
BEFORE ME, the undersigned authority, on this 30TH day of December,
1991, personally appeared THOMAS J. ELLWANGER, to me well known to be the person
described in and who signed the foregoing Articles of Incorporation, and
acknowledged to me that he executed the same freely and voluntarily for the uses
and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
/s/
---------------------------------
Notary Public
My Commission Expires:
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THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
ARTICLES OF MERGER
Pursuant to the provisions of Section 607.1104 of the Florida Business
Corporation Act (the "FBCA"), THE EMERGENCY ASSOCIATES FOR MEDICINE, INC., a
Florida Corporation ("the Surviving Corporation"), MEDICAL TOXICOLOGY
CONSULTANTS, INC., a Florida corporation ("Med Tox"), GOODMAN, HILLMAN, MICHLIN
& FAGAN, INC., a Florida corporation ("Goodman"), MEDICAL PROFESSIONAL BILLING,
INC., a Florida corporation ("Billing"), TEAM TGH, INC., a Florida corporation
("TEAM-TGH"), and COMBI MOBILE, INC. ("Combi"), (Med Tox, Goodman, Billing,
TEAM-TGH and Combi are referred to collectively is the "Merged Corporations")
(the "Merged Corporations and the Surviving Corporation are referred to
collectively as the "Constituent Corporations"), each hereby adopt the following
Certificate of Merger for the purposes of merging the Merged Corporations with
and into the Surviving Corporation, effective as of the date of filing of this
Certificate with the Secretary of State, State of Florida.
1. Name of Constituent Corporations. The names of the undersigned
corporations and the states under the laws of which they are respectively
organized are:
Merged Corporations: State of Incorporation
-------------------- ----------------------
Medical Toxicology Consultants, Inc a Florida Florida
corporation
Goodman, Hillman, Michlin & Fagan, Inc., a Florida
Florida corporation
Medical Professional Billing, Inc., a Florida corporation Florida
TEAM-TGH, Inc. a Florida corporation Florida
Combi Mobile, Inc., a Florida corporation Florida;
Surviving Corporation:
The Emergency Associates for Medicine, a Florida Florida
corporation
2. Plan of Merger. The Surviving Corporation holds 80% or more of the
shares of each of the Merged Corporations. Pursuant to Section 607.1104 of the
FBCA, the Board of Directors of the Surviving Corporation on July 30, 1996,
adopted a Plan of Merger, a copy of which is attached hereto as Exhibit A.
3. Shareholder Approval. Since more than 80% of the issued and
outstanding shares of each of the Merged Corporations are held by the Surviving
Corporations, and no amendments to the Articles of Incorporation of the
Surviving Corporation are being made, shareholder approval is
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not required. Compliance with the requirements of Section 607.1104(3) of the
FBCA have been waived by the Shareholders of each of the Merged Corporations.
Executed this 30 day of July, 1996.
THE EMERGENCY ASSOCIATES FOR
MEDICINE, INC.
/s/ James Hillman
------------------------
By: James Hillman
------------------------------
Its: President
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EXHIBIT A
MERGER
OF
MEDICAL TOXICOLOGY CONSULTANTS, INC.
GOODMAN, HILLMAN, MICHLIN & FAGAN, INC.
MEDICAL PROFESSIONAL BILLING, INC.
TEAM TGH, INC.
COMBI MOBILE, INC.
with and into
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
PLAN OF MERGER
1. Definitions. For the purposes hereof, the following terms shall be
defined as follows:
(a) "Constituent Corporations" - Medical Toxicology Consultants, Inc.,
Goodman, Hillman, Michlin & Fagan, Inc., Medical Professional Billing, Inc.,
TEAM-TGH, Inc., Combi Mobile, Inc, and The Emergency Associates for Medicine,
Inc.
(b) "Merged Corporations" - Medical Toxicology Consultants, Inc.,
Goodman, Hillman, Michlin & Fagan, Inc., Medical Professional Billing, Inc.,
TEAM-TGH, Inc., Combi Mobile, Inc.
(c) "Surviving Corporation" - upon the effective date of the merger,
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC., a Florida corporation.
2. Organizational Documents of Surviving Corporation. The Articles of
Incorporation and the Bylaws of The Emergency Associates of Medicine, Inc., upon
the effective date of the merger, shall become the Articles of Incorporation and
the Bylaws of the Surviving Corporation, until altered, amended, or repealed.
3. Capital Stock of Merged Corporations. All of the issued and
outstanding shares of Capital Stock of the Merged Corporations are held as
follows,
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TEAM TGH, INC. ("TEAM TGH")
Shareholder No of Shares
The Emergency Associates for Medicine, Inc. 1,000
MEDICAL PROFESSIONAL BILLING, INC. ("Billing")
Shareholder No of Shares
The Emergency Associates for Medicine, Inc. 1,000
GOODMAN, HILLMAN, MICHLIN & FAGAN, INC.,
("Goodman")
Shareholder No of Shares
The Emergency Associates for Medicine, Inc. 60.75
Philip J. Fagan, Jr., M.D. 14.25
MEDICAL TOXICOLOGY CONSULTANTS, INC. ("Med Tox")
Shareholder No of Shares
The Emergency Associates for Medicine, Inc. 2,132
Gregory G. Gaar, M.D. 500
COMBI MOBILE, INC. ("Combi")
Shareholder No of Shares
The Emergency Associates for Medicine. Inc. 81
Natalia N. Cruz 19
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From and after the date of the Merger, the issued and outstanding shares of the
Merged Corporations shall be converted as follows:
Corporation Conversion
Goodman, Hillman, Michlin & Fagan, Inc. All of the issued and outstanding shares held
by the Surviving Corporation, shall be
canceled. The 14.25 shares held by Philip J.
Fagan, Jr., M.D., shall be converted into 21-
2/3 shares of stock of the Surviving
Corporation.
TEAM TGH, Inc. All of the issued and outstanding shares,
being held by the Surviving Corporation,
shall be canceled.
Medical Preferred Billing, Inc. All of the issued and outstanding shares,
being held by Surviving Corporation, shall
be cancelled.
Medical Toxicology Consultants, Inc. All of the issued and outstanding shares held
by the Surviving Corporation shall be
canceled. The 500 share held by Gregory G.
Gaar shall be converted into 266 - 2/3
Shares of stock of the Surviving
Corporation.
Combi Mobile, Inc. All of the issued and outstanding Shares
held by the Surviving Corporation shall be
canceled. The 19 shares held by Natalia N.
Cruz shall be converted into 266 - 2/3
Shares of the Surviving Corporation.
4. Directors and Officers. The Board of Directors of the Surviving
Corporation after the consummation of the transactions described herein shall
consist of the persons who are the members of the Board of Directors of the
Surviving Corporation at the time the merger becomes effective, and such person
shall serve until their respective successors are duty elected and qualified.
The persons who are officers of the Surviving Corporation after the consummation
of the transaction described herein shall consist of the persons who are the
officers of the Surviving Corporation at the time the merger becomes effective,
and such persons shall serve until their respective successors are duly elected
and qualified.
5. Effect of Merger. Upon the effective date of the merger, the
separate existence of the Merged Corporation shall cease, and the Merged
Corporation shall be merged in accordance with the provisions of this Plan of
Merger into the Surviving Corporation, which shall survive such merger and shall
continue in existence and shall, without other transfer, succeed to and possess
all of the rights, privileges, immunities, powers and purposes of each of the
Constituent
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Corporations consistent with the Articles of Incorporation of the Surviving
Corporation, and all property, real personal and mixed, causes of action, and
every other use of each of the Constituent Corporations shall vest in the
Surviving Corporation without further act or deed; the Surviving Corporation
shall assume and be liable for all of the liabilities, obligations and penalties
of each of the Constituent Corporations. No liability or obligation against
either of the Constituent Corporations due or to become due, claim or demand for
any cause, existing against either of the Constituent Corporations, or any
member, director, or officer thereof, shall be released or impaired by such
merger. No action or proceeding, civil or criminal, then pending by or against
either of the Constituent Corporations, or any member, director, or officer
thereof, shall abate or be discontinued by such merger but may be enforced,
prosecuted, settled, or compromised as if such merger had not occurred, or the
Surviving Corporation may be substituted in such action in place of either of
the Constituent Corporations.
6. Dissenter's Rights. Shareholders of the Merged Corporations who,
except for the applicability of Section 607.1104 of the FBCA, would be entitled
to vote and who dissent from the merger pursuant to Section 607.1320 may be
entitled, if they comply with the provisions of the FBCA regarding the rights of
dissenting shareholders, to be paid the fair value of their shares.
7. Further Assurances. To the extent permitted by law, from time to
time, as and when requested by the Surviving Corporation or by its successors
and assigns, the Merged Corporations shall execute and deliver or cause to be
executed and delivered all such deeds and instruments, and to take or cause to
be taken, such further or other action as the Surviving Corporation may deem
necessary or desirable in order to vest in and confirm to the Surviving
Corporation title to, and possession of, and property of the Merged Corporations
acquired or to be acquired by reason of or as a result of the merger herein
provided for; and the proper officers and directors of the Merged Corporations
and the proper officers and directors of the Surviving Corporation are fully
authorized, in the name of the Surviving Corporation or otherwise, to take any
and all such action.
DOMESTIC CORPORATION AND FOREIGN CORPORATION
ARTICLES OF MERGER
The undersigned corporations, pursuant to Section 607.1107 of the
Florida Business Corporation Act (the "FBCA") hereby execute the following
Articles of Merger:
1. Parties of Merger. The names of the corporations proposing to merge
and the names of the states or countries under the laws of which such
corporations are organized are as follows:
Name of Corporation State/County of Incorporation
TEAM MERGER CORPORATION Delaware
The Emergency Associates for Medicine Florida
2. Compliance with Delaware Law. The laws of the State of Delaware
under which TEAM Merger Corporation is organized permit the merger herein
contemplated and TEAM Merger Corporation is complying with those laws in
effecting the merger.
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3. Compliance with Florida Law. The Emergency Associates for Medicine,
Inc., as the surviving corporation, compliances with the applicable provisions
of FBCA Sections 607.1101 - 607. 1104, and with FBCA Section 607.1105.
4. Plan of Merger. The terms and conditions of the proposed merger and
the manner and basis for converting the shares are set forth in the Plan and
Agreement of Merger. Attached hereto as Exhibit A is a Plan of Merger, which
implements the terms of a Plan and Agreement of Merger adopted by the merged
corporation and the surviving corporation.
5. Board of Directors Approval. The Plan and Agreement of Merger, dated
as of July 31, 1996, by and among MedPartners/Mullikin, Inc., TEAM Merger
Corporation, and The Emergency Associates For Medicine, Inc. (the "Plan of
Merger"), has been approved and adopted, by the respective Boards of Directors
of, MedPartners/Mullikin, Inc., on July 25, 1996, and TEAM Merger Corporation
and The Emergency Associates For Medicine, Inc. on July 31, 1996, and certified,
executed and acknowledged by the duly authorized officers of
MedPartners/Mullikin, Inc., TEAM Merger Corporation, and The Emergency
Associates For Medicine, Inc.
6. Shareholder Approval. The Agreement and Plan of Merger was approved
and adopted by the stockholders of The Emergency Associates For Medicine, Inc.
on the 31st day of July, 1996, and such approval and adoption was certified by
the Secretary of The Emergency Associates For Medicine, Inc. The Plan of Merger
was approved and adopted by the sole stockholder of Team Merger Corporation on
the 25th day of July, 1996, and such approval and adoption was certified by the
Secretary of TEAM Merger Corporation.
7. Effective Date. The effective date of the merger herein contemplated
shall be the date on which these Articles of Merger are filed with the Secretary
of State, State of Florida.
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Signed as of this 31st day of July, 1996.
The Emergency Associate For Medicine, Inc.
/s/ Harold O. Knight, Jr.
------------------------------
By Harold O. Knight, Jr.
------------------------------------------
Its Vice President
------------------------------------------
By /s/
------------------------------------------
Its Secretary
------------------------------------------
TEAM Merger Corporation
/s/ Harold O. Knight, Jr.
-------------------------------
By Harold O. Knight, Jr.
------------------------------------------
Its Vice President
------------------------------------------
By /s/
------------------------------------------
Its Secretary
------------------------------------------
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ACKNOWLEDGMENT
STATE OF ALABAMA
COUNTY OF JEFFERSON
The foregoing instrument was acknowledged before me this 31st day of
July, 1996 by Harold O. Knight, Jr., of TEAM Merger Corporation, a Delaware
corporation, on behalf of the corporation. He/She is personally known to me or
has produced _____________________________ , as identification.
GIVEN under my hand and seal, this 31st day of July, 1996.
[NOTARIAL SEAL]
/s/ Donna Gayle
------------------------------------------
Notary Public
My Commission Expires February 15, 1997
---------------------
* * * * *
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ACKNOWLEDGMENT
STATE OF ALABAMA
COUNTY OF JEFFERSON
The foregoing instrument was acknowledged before me this 31st day of
July, 1996 by Tracy P. Thrasher, of The Emergency Associates for Medicine, Inc.,
a Florida corporation, on behalf of the corporation. He/She is personally known
to me or has produced_____________________________ , as identification.
GIVEN under my hand and seal, this 31st day of July, 1996.
[NOTARIAL SEAL]
/s/ Donna Gayle
------------------------------------------
Notary Public
My Commission Expires February 15, 1997
---------------------
* * * * *
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EXHIBIT A
MERGER
OF
TEAM MERGER CORPORATION
with and into
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
PLAN OF MERGER
1. Definitions. For the purposes hereof, the following terms shall be
defined as follow:
(a) "Constituent Corporations" - TEAM Merger Corporation, a Delaware
corporation and The Emergency Associates for Medicine, Inc., a Florida
corporation.
(b) "Merged Corporations" - TEAM Merger Corporation, a Delaware
corporation.
(c) "Surviving Corporation" - upon the effective date of the merger,
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC., a Florida corporation.
2. Organizational Documents of Surviving Corporation. The Articles of
Incorporation and the Bylaws of The Emergency Associates of Medicine, Inc., upon
the effective date of the merger, shall become the Articles of Incorporation and
the Bylaws of the Surviving Corporation, until altered, amended, or repealed.
3. Effect of Merger on Shares of Constituent Corporations.
(a) Shares of Surviving Corporation. From and after the date
of the Merger, each issued and outstanding share of common stock of The
Emergency Associates for Medicine, Inc. shall be converted into 82.0434283
shares of common stock of MedPartners/Mullikin, Inc., a Delaware corporation,
which is the sole shareholder of the Merged Corporation.
(b) Shares of Merged Corporation. From and after the date of
the Merger, the issued and outstanding shares of the Merged Corporation shall be
converted into an equal number of shares of the Surviving Corporation.
4. Effect of Merger. Upon the effective date of the merger, the
separate existence of the Merged Corporation shall cease, and the Merged
Corporation shall be merged in accordance with the provisions of this Plan of
Merger into the Surviving Corporation, which shall survive such merger and shall
continue in existence and shall, without other transfer, succeed to and possess
all of the rights, privileges, immunities, powers and purposes of each of the
Constituent Corporations consistent with the Articles of Incorporation of the
Surviving Corporation, and all property, real personal and mixed, causes of
action, and every other asset of each of the Constituent Corporations shall vest
in the Surviving Corporation without further act or deed; the Surviving
Corporation shall assume and be liable for all of the liabilities, obligations
and penalties of each of the Constituent Corporations. No liability or
obligation against either of the
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Constituent Corporations due or to become due, claim of demand for any cause
existing against either of the Constituent Corporations, or any member,
director, or officer thereof, shall be released or impaired by such merger. No
action or proceeding, civil or criminal, then pending by or against either of
the Constituent Corporations, or any member, director, or officer thereof, shall
abate or be discontinued by such merger but may be enforced, prosecuted,
settled, or compromised as if such merger had not occurred, or the Surviving
Corporation may be substituted in such action in place of either of the
Constituent Corporations.
5. Dissenter's Rights. Shareholders of the Merged Corporation who,
except for the applicability of Section 607.1104 of the FBCA, would be entitled
to vote and who dissent from the merger pursuant to Section 601.1320 may be
entitled, if they comply with the provisions of the FSCA regarding the rights of
dissenting shareholders, to be paid the fair value of their shares.
6. Further Assurances. To the extent permitted by law, from time to
time, as and when requested by the Surviving Corporation or by its successors
and assigns, the Merged Corporation shall execute and deliver or cause to be
executed and delivered all such deeds and instruments, and to take or cause to
be taken, such further or other actions as the surviving Corporation may deem
necessary or desirable in order to vest in and confirm to the Surviving
Corporation title to, and possession of, and property of the Merged Corporation
acquired or to be acquired by reason of or as a result of the merger herein
provided for; and the proper officers and directors of the Merged Corporation
and the proper officers and directors of the Surviving Corporation are fully
authorized, in the name of the Surviving Corporation or otherwise, to take any
and all such action.
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.
The Emergency Associates For Medicine, Inc., a corporation organized
and existing under the laws of the State of Florida hereby certifies as follows:
That the present name of the Corporation is The Emergency Associates
For Medicine, Inc. (the "Corporation"), the date of filing its original Articles
of Incorporation with the Secretary of State was December 31, 1987, effective
January 1, 1988.
That the Amended and Restated Articles of Incorporation were duly
adopted by the Board of Directors and the Sole Shareholder in accordance with
Sections 607.1003, 607.1006 and 607.1007 of the Florida 1989 Business
Corporation Act.
That the original Articles of Incorporation are hereby amended by being
deleted in their entirety and restated as follows:
FIRST: The name of the Corporation is The Emergency Associates For
Medicine, Inc.
SECOND: The address of the principal office of the Corporation is 3000
Galleria Tower, Suite 1000, Birmingham, Alabama 35244.
THIRD: The Corporation shall have perpetual duration.
FOURTH: The address of the Corporation's registered office in the State
of Florida is 1201 Hays Street, Tallahassee, Florida 32301. The name of its
registered agent at such address is Corporation Service Company.
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FIFTH: The nature of the business or purpose to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the Florida 1989 Business Corporation Act.
SIXTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares, consisting of 1,000 shares of Common
Stock, par value $1.00 per share.
SEVENTH: The Board of Directors shall have the power to make, alter or
repeal the Bylaws of the Corporation at any meeting at which a quorum is present
by the affirmative vote of a majority of the whole Board of Directors. Election
of Directors need not be by written ballot. The names and mailing addresses of
the Board of Directors, to serve until their successors are elected and
qualified pursuant to the Florida 1989 Business Corporation Act and the By-laws
adopted by this Corporation, are as follows:
Larry R. House 3000 Galleria Tower, Suite 1000
Birmingham, Alabama 35244
Harold O. Knight, Jr. 3000 Galleria Tower, Suite 1000
Birmingham, Alabama 35244
Tracy P. Thrasher 3000 Galleria Tower, Suite 1000
Birmingham, Alabama 35244
EIGHTH: A Director of the Corporation shall have no personal liability
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director; provided, however, that this Article EIGHTH shall
not eliminate or limit the liability of a Director, except to the extent
permitted by applicable law, (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 607.0834 of the Florida 1989 Business Corporation Act
as the same now exists or may hereafter be amended, or (iv) for any transaction
from which the Director derived an improper personal
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benefit. No amendment to, or repeal of, this Article EIGHTH shall apply to, or
have any effect on, the liability or alleged liability of any Director for, or
with respect to, any acts or omissions of such director occurring prior to such
amendment or repeal.
IN WITNESS WHEREOF, The Emergency Associates For Medicine, Inc. has
caused the Articles of Incorporation to be signed by Harold O. Knight, Jr., its
Vice President, and by Tracy P. Thrasher, its Secretary, this 31st day of
August, 1996.
/s/ Harold O. Knight
-----------------------------
Harold O. Knight, Jr.,
Vice President
/s/ Tracy P. Thrasher
-----------------------------
Tracy P. Thrasher,
Secretary
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