1 EXHIBIT 3.84 FISCHERMANGOLD A California General Partnership The undersigned, Herschel Fischer, MD, an individual ("Fischer"), and Karl G. Mangold, M.D., an individual ("Mangold"), hereby confirm the following: 1. Fischer and Mangold have been associated as general partners (individually, a "Partner" and collectively, the "Partners") in the general partnership named FischerMangold, a California general partnership (the "Partnership"), under the California Uniform General Partnership Act, as amended (the "Act"), since January 1, 1971 and the Partnership shall continue until December 31, 2010, unless earlier terminated in accordance with the Act and this agreement. 2. The Partners respective percentage interests in the profits, losses, other taxable items and cash distributions of the Partnership are: sixty percent (60%) for Mangold and forty percent (40%) for Fischer. 3. The Partnership's purpose is to manage and staff certain emergency and clinic health care facilities. 4. The Partnership's principal place of business shall be at the address set forth above. 5. Each Partner shall be separately authorized to take any and all actions on behalf of the Partnership, provided that any Partnership action which obligates the Partnership to pay or incur an obligation of $100,000 or more shall be approved by both Partners. 6. The Partnership shall not be dissolved by the withdrawal, admission or substitution of a Partner. 7. This Agreement shall be dated as of January 1, 1996. /s/ Herschel Fischer /s/ Karl G. Mangold ________________________ ________________________ HERSCHEL FISCHER KARL G. MANGOLD 2 FISCHERMANGOLD A California General Partnership The undersigned, Herschel Fischer. Inc., a California corporation ("Fischer, Inc."), and Karl G. Mangold, Inc., a California corporation ("Mangold, Inc."), hereby confirm the following: 1. Herschel Fischer, an individual ("H. Fischer"), and Karl G. Mangold, an individual ("K. Mangold"), have been associated as general partners (individually, a "Partner" and collectively, the "Partners") in the general partnership named FischerMangold, a California general partnership (the "Partnership"), under the California Uniform General Partnership Act, as amended (the "Act"), since January 1, 1971, pursuant to their partnership agreement as reflected in that certain Agreement dated for reference purposes as of January 1, 1996. 2. Pursuant to the Assignment dated as of February 15, 1997, K. Mangold assigned all of his interest in the Partnership to Mangold, Inc. with the intent that Mangold, Inc. be a substituted general partner for K. Mangold, and pursuant to the Assignment dated as of February 20, 1997, H. Fischer assigned all of his interest in the Partnership to Fischer, Inc. with the intent that Fischer, Inc. be a substituted general partner for H. Fischer. 3. Fischer, Inc. and Mangold, Inc. hereby acknowledge their respective substitutions as Partners of the Partnership and agree that the Partnership was not dissolved by such substitutions and that the Partnership shall continue until December 31, 2010, unless less earlier terminated in accordance with the Act and this agreement. 4. The Partners respective percentage interests in the profits, losses, other taxable items and cash distributions of the Partnership are: sixty percent (60%) for Mangold, Inc. and forty percent (40%) for Fischer, Inc. 5. The Partnership's purpose is to manage and staff certain emergency and clinic health care facilities. 6. The Partnership's principal place of business shall be at the address set forth above. 7. Each Partner shall be separately authorized to take any and all actions on behalf of the Partnership, provided that any Partnership action which obligates the Partnership to pay or incur an obligation of $100,000 or more shall be approved by both Partners. 8. The Partnership shall not be dissolved by the withdrawal, admission or substitution of a Partner. -3- 3 9. This agreement shall be dated as of February 21, 1996. HERSCHEL FISCHER, INC. KARL G. MANGOLD, INC., a California corporation a California corporation By: /s/ Herschel Fischer By: /s/ Karl G. Mangold _____________________ ______________________ Herschel Fischer, Karl G. Mangold, President President -4-