1 EXHIBIT 3.77 ARTICLES OF AMENDMENT OF VIRGINIA EMERGENCY PHYSICIANS, P.C. ONE The current name of the corporation is Virginia Emergency Physicians, P.C. (the "Corporation"), a professional corporation organized under Title 13.1, Chapter 7 of the Code of Virginia (the "Code"). The Articles of Incorporation of the Corporation are being amended, pursuant to Section 13.1-552 of the Code, in order to convert the Corporation into a nonprofessional corporation governed by the Virginia Stock Corporation Act (Title 13.1, Chapter 9 of the Code),. The new name of the Corporation shall be Virginia Emergency Physicians, Inc. TWO The text of the Articles of Amendment is attached as an Appendix hereto. THREE i. The Articles of Amendment were adopted on April 19, 1994. ii. The Articles of Amendment were adopted by unanimous consent of the shareholders. By: /s/ Robert E. Sullivan _________________________ Robert E. Sullivan, M.D. President 2 ARTICLES OF AMENDMENT OF VIRGINIA EMERGENCY PHYSICIANS, P.C. The undersigned, pursuant to Chapters 7 and 9 of Title 13.1 of the Code of Virginia, states as follows: 1. The name of the Corporation is Virginia Emergency Physicians, Inc. 2. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Virginia Stock Corporation Act. 3. The number and class of shares the Corporation is authorized to issue: Number of Shares Authorized Class 25,000 common 4. A. The Corporation's initial registered address, including street and number, is CT Corporation System, 5511 Staples Mill Road, Richmond, Virginia 23228. B. The registered office is located in the city of Richmond, County of Henrico. 5. A. The name of the Corporation's initial registered agent (whose business office is identical with the above-registered office) is Edward R. Parker. B. The initial registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar. 6. The initial Board of Directors shall have two members, as follows: Name Address Joseph J. Badal, M.D. 122 Greenbriar Williamsburg, Virginia 23185 Naresh Nagpal, M.D. 2378 NW 60th Street Boca Raton, Florida 33496 /s/ Robert E. Sullivan ----------------------------- Robert E. Sullivan, M.D. ----------------------------- (Print Name) -2- 3 ARTICLES OF INCORPORATION OF VIRGINIA EMERGENCY PHYSICIANS, P.C. The undersigned, pursuant to Chapters 7 and 9 of Title 13.1 of the Code of Virginia, state(s) as follows: 1. The name of the Corporation is Virginia Emergency Physicians, P.C. 2. The Corporation is organized for the sole and specific purpose of rendering the professional services of emergency medicine. 3. The number (and classes, if any) of shares the Corporation is authorized to issue: Number of Shares Authorized Class(s) 25,000 common 4. A. The Corporation's initial registered office address, including street and number is 5511 Staples Mill Road, Richmond, Virginia 23228. B. The registered office is located in the County of Henrico. 5. A. The name of the Corporation's initial registered agent (whose business office is identical with the above-registered office) is Edward R. Parker. B. The initial registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar. 6. The initial Board of Directors shall have one member. 7. The undersigned Incorporator is duly licensed or legally authorized to render (in Virginia) the professional services of emergency medicine. /s/ Robert Sullivan ----------------------------------- Robert Sullivan, M.D. ----------------------------------- [Print Name] -3-