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EXHIBIT 3.7
ARTICLES OF INCORPORATION
OF
HERSCHEL FISCHER, INC.
I.
The name of the corporation is Herschel Fischer, Inc.
II.
The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of California other than the banking business, the trust
company business or the practice of a profession permitted to be incorporated by
the California Corporations Code.
III.
The name and address in this State of the corporation's initial agent
for service of process is
Herschel Fischer
699 View Drive
Pleasanton, CA 94566
IV.
The corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized to
issue is 10,000.
V.
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
VI.
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, through agreements with the agents, or through vote of shareholders
of disinterested directors or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
to the limits on such excess indemnification set forth in Section 204 of the
California Corporations Code with respect to actions for breach of duty to the
corporation and its shareholders.
VII.
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Any repeal or modification of the foregoing provisions of Articles V
and VI by the shareholders of this corporation shall not adversely affect the
right or protection of an agent of the corporation existing at the time of such
repeal or modification.
VIII.
If proceedings are commenced for the dissolution of the corporation to
which Section 2000 of the California Corporations Code applies, the provisions
of any Buy-Sell Agreement or Stock Repurchase Agreement, if any, then in effect
among the corporation and its shareholders shall govern and supersede any
provisions of Section 2000 which are inconsistent therewith, to the extent
required to enforce any such Buy-Sell Agreement or Stock Repurchase Agreement.
Dated: 2/10/97
/s/ Herschel Fischer_
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Herschel Fischer
Incorporator
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AGREEMENT OF MERGER
BETWEEN
HERSCHEL FISCHER, INC., A CALIFORNIA CORPORATION
AND
FISCHER MERGER CORPORATION, A DELAWARE CORPORATION
This Agreement of Merger ("Agreement") is entered into as of June 24,
1997 between Herschel Fischer, Inc., California corporation (herein "Surviving
Corporation") and Fischer Merger Corporation., a Delaware corporation (herein
"Merging Corporation")
NOW, THEREFORE, the Surviving Corporation and the Merging Corporation
hereby agree as follows:
1. Merging Corporation shall be merged into Surviving
Corporation.
2. Each outstanding share of Merging Corporation shall be
converted to one share common stock of Surviving Corporation
3. The outstanding shares of Surviving Corporation shall be
converted into the right to receive the Merger Consideration,
as such term as defined in that certain Plan and Agreement of
Merger dated as of May 27, 1997 by and among MedPartners,
Inc., Merging Corporation and Surviving Corporation. Merger
Consideration means 823.222 shares of MedPartners, Inc. Common
Stock for each share of the Surviving Corporation outstanding
immediately before the effectiveness of the merger.
4. Merging Corporation shall from time to time, as and when
requested by Surviving Corporation execute and deliver all
such documents and instruments and take all such action
necessary or desirable to evidence or carry out this merger.
5. The effect of the merger and the effective date June 30, 1997.
IN WITNESS WHEREOF the undersigned have caused this Agreement to be
executed as of the date first set forth above.
HERSCHEL FISCHER, INC.,
a California corporation
By: /s/ Herschel Fischer
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Herschel Fischer, President
By: /s/ Sherry Fischer
--------------------------------
Sherry Fischer, Secretary
FISCHER MERGER CORPORATION
a Delaware corporation
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By: /s/ Harold O. Knight, Jr.
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Harold O. Knight, Jr.
Its: Vice President
By: /s/ Tracy P. Thrasher
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Tracy P. Thrasher
Its: Secretary
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CERTIFICATE
OF
MERGER
OF
HERSCHEL FISCHER, INC.
a California corporation
Herschel Fischer and Sherry Fischer, certify that:
1. They are the president and secretary, respectively of
Herschel Fischer, Inc., a California corporation;
2. The Agreement of Merger in the form attached was duly
approved by the board of directors and shareholders of the corporation.
3. The shareholder approval was by the holders of 100% of the
outstanding shares of the corporation.
4. There is only one class of shares and the number of shares
outstanding is 1,000.
We further declare under penalty of perjury under the laws of the State
of California that the matter set forth in this certificate are true and correct
of our own knowledge.
Executed in Pleasanton, California on June 24, 1997.
/s/ Herschel Fischer
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Herschel Fischer, President
/s/ Sherry Fischer
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Sherry Fischer, Secretary
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CERTIFICATE
OF
MERGER
OF
FISCHER MERGER CORPORATION,
a Delaware corporation
Harold O. Knight, Jr. and Tracy P. Thrasher hereby certify that:
1. They are the Vice President and Secretary, respectively of Fischer
Merger Corporation, a Delaware corporation (the "Corporation").
2. The Agreement of Merger, in the form attached, was duly approved by
the board of directors and stockholder of the Corporation.
3. The stockholder approval was by the holder of 100% of the
outstanding shares of the Corporation.
4. There is only one class of shares of the Corporation and the number
of shares outstanding is 1,000.
5. Common Stock of MedPartners, Inc. a Delaware corporation, the parent
corporation of the Corporation, will be issued in the merger. No vote of the
stockholders of the parent corporation was required.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Executed in Jefferson County, Alabama on June 24, 1997.
/s/ Harold O. Knight, Jr.
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Harold O. Knight, Jr., Vice President
/s/ Tracy P. Thrasher
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Tracy P. Thrasher, Secretary
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