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EXHIBIT 3.86
CHARTER OF
TEAM HEALTH GROUP, INC.
ARTICLE I
The name of the corporation is Team Health Group, Inc.
ARTICLE II
The address of the corporation's registered office in this
state, and the name of its registered agent at such address is:
The Corporation Trust Company
530 Gay Street
Knox County
Knoxville, Tennessee 37902
ARTICLE III
The address of the corporation's principal office is:
1900 Winston Road
Third Floor
Knoxville, Tennessee 37919
ARTICLE IV
The corporation is for profit.
ARTICLE V
The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Tennessee Business
Corporation Act, as amended ("Act")
ARTICLE VI
The total number of shares of all classes of stock that the
corporation shall have authority to issue is 10,588,000 shares, of which 588,000
shares shall be designated as Class A Preferred Stock, of the par value of $1.00
per share, and 10,000,000 shares shall be designated as Common Stock, of the par
value of $.10 per share.
CLASS A PREFERRED STOCK
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1. DIVIDENDS.
The holders of shares of Class A Preferred Stock shall not be
entitled to receive any dividends with respect to the Class A Preferred Stock.
2. VOTING RIGHTS.
Except as otherwise provided by law, the shares of Class A
Preferred Stock shall not have any voting rights, either general or special,
except that:
a. Unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the consent of the
holders of at least 66-2/3% of all of the shares of the Class
A Preferred Stock at the time outstanding, given in person or
by proxy, either in writing or by a vote at a meeting called
for that purpose at which the holders of shares of Class A
Preferred Stock shall vote together as a separate class, shall
be necessary for authorizing, effecting or validating the
amendment, alteration or repeal of any of the provisions of
the Charter of the corporation or of any amendment thereto
which would adversely affect the preferences, rights, powers
or privileges of the Class A Preferred Stock;
b. Unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the consent of the
holders of at least 66-2/3% of all of the shares of the Class
A Preferred Stock and all other series of preferred stock
ranking on a parity with shares of the Class A Preferred
Stock, given in person or by proxy, either in writing or by a
vote at a meeting called for that purpose at which the holders
of shares of the Class A Preferred Stock and such other series
of preferred stock shall vote together as a single class
without regard to series, shall be necessary for authorizing,
effecting or validating the creation, authorization or issue
of any shares of any class of stock of the corporation ranking
prior to the shares of the Class A Preferred Stock upon
liquidation or the reclassification of any authorized stock of
the corporation into any such prior shares, or the creation,
authorization or issue of any obligation or security
convertible into or evidencing the right to purchase any such
prior shares.
3. CONVERSION.
a. Each share of Class A Preferred Stock shall automatically be
converted into shares of Common Stock at the ten-effective
conversion price ("Conversion Price") upon the earlier of (the
"Conversion Date") (i) immediately prior to the closing of a
firm commitment, underwritten public offering pursuant to an
effective registration statement, under the Securities Act of
1933, as amended (the "Securities Act"), covering the offer
and sale of the corporation's Common Stock at an aggregate
offering price of not less than $15,000,000, other than a
registration relating solely to a transaction under Rule 145
under the Securities Act (or any successor thereto) or to an
employee benefit plan of the corporation, or (ii) on March 31,
1998, or (iii)
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immediately prior to any voluntary or involuntary liquidation,
dissolution, or winding up of the corporation. The merger or
consolidation of the corporation into or with another
corporation in which this corporation shall not survive and in
which the stockholders of the corporation shall own less than
fifty (50%) percent of the voting securities of the surviving
corporation or the sale, transfer or lease (but not including
a transfer or lease by pledge or mortgage to a bona fide
lender) of all or substantially all of the assets of the
corporation shall be deemed to be a liquidation, dissolution
or winding up of the corporation as those terms are used in
this Article VI. The number of shares of Common Stock into
which each share of the Class A Preferred Stock shall be
converted shall be determined by dividing $40.00 by the
Conversion Price determined in the manner hereinafter provided
at the Conversion Date.
b. (i) The Conversion Price in the case of a firm
commitment, underwritten public offering as provided above
shall be the price at which such shares of Common Stock are
initially offered to the public;
(ii) If the after-tax earnings of the corporation as
shown in a statement of profits and losses for the year ended
March 31, 1998, audited by the corporation's certified public
accountants, which statement shall fairly present the results
of operations for that year and have been prepared in
accordance with generally accepted accounting principles
applied on a basis consistent with that of the preceding years
(the "Earnings") are $12,500,000 or less, the Conversion Price
on March 31, 1998 shall be $40.00. If the Earnings exceed
$12,500,000, the Conversion Price on March 31, 1998 shall be
equal to (A) the Earnings, less (B) $12,500,000, divided by
(C) 2, plus (D) $3,900,000 divided by (E) the Earnings,
divided into (F) 490,000, less (G) 980,000, and divided into
(H) 23,520,000;
(iii) Upon the liquidation, dissolution or winding up
of the corporation, the Conversion Price shall be $8.16 if the
total value of or received by the corporation, as appropriate,
in such transaction (the "Liquidation Value") is $31,520,000
or less. If the Liquidation Value exceeds $31,520,000, the
Conversion Price shall be equal to (A) the Liquidation Value,
less (B) $31,520,000, divided by (C) 2, plus (D) $4 million,
divided by (E) the Liquidation Value, divided into (F)
490,000, less (G) 980,000, and divided into (H) 23,520,000. In
the event of any liquidation, dissolution or winding up of the
corporation, which will involve the distribution of assets
other than cash, the corporation shall promptly engage
competent independent appraisers to determine the Liquidation
Value (it being understood that with respect to the valuation
of securities, the corporation shall engage such appraisers as
shall be approved by the holders of a majority of shares of
the corporation's outstanding Class A Preferred Stock). The
corporation shall, upon receipt of such appraiser's valuation,
give prompt written notice to each holder of shares of Class A
Preferred Stock of the appraiser's valuation.
c. From and after the applicable Conversion Date, the shares of
Class A Preferred Stock will cease to be outstanding and the
holders thereof shall cease to be
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shareholders with respect to such shares and shall have no
interest in or claim against the corporation with respect to
such shares other than to receive the shares of Common Stock
of the corporation to which the shares of Class A Preferred
Stock have been converted, upon surrender of their
certificates of Class A Preferred Stock with endorsement
thereon if required.
d. No fractional shares of Common Stock or script shall be issued
upon conversion of shares of Class A Preferred Stock. Instead
of any fractional shares of Common Stock which would otherwise
be issuable upon conversion of any shares of Class A Preferred
Stock, the corporation shall pay a cash adjustment in respect
of such fractional interest equal to the fair market value of
such fractional interest as determined by the corporation's
Board of Directors.
e. To the extent ascertainable, the corporation shall at all
times reserve and keep available, out of its authorized but
unissued Common Stock, solely for the purpose of effecting the
conversion of the Class A Preferred Stock, the full number of
shares of Common Stock deliverable upon the conversion of all
shares of Class A Preferred Stock from time to time
outstanding. The corporation shall from time to time (subject
to obtaining necessary director and shareholder action) in
accordance with the laws of the State of Tennessee, increase
the authorized amount of its Common Stock if at any time the
authorized number of shares of Common Stock remaining unissued
shall not be sufficient to permit the conversion of all the
shares of Class A Preferred Stock at the time outstanding.
f. If any shares of Common Stock to be reserved for the purpose
of conversion of shares of Class A Preferred Stock require
registration or listing with or approval of any governmental
authority, stock exchange or other regulatory body under any
federal or state law or regulation or otherwise, before such
shares may be validly issued or delivered upon conversion, the
corporation will in good faith and as expeditiously as
possibly endeavor to secure such registration, listing or
approval, as the case may be.
g. All shares of Common Stock which may be issued upon conversion
of the shares of the Class A Preferred Stock will upon
issuance by the corporation be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with
respect to the issuance thereof.
h. In case the outstanding cares of Class A Preferred Stock shall
be subdivided into a greater number of shares of Class A
Preferred Stock, the Conversion Price shall be proportionally
increased, and, conversely, in case outstanding shares of
Class A Preferred Stock shall be combined into a smaller
number of shares of Class A Preferred Stock, the Conversion
Price shall be proportionally reduced, so that, in either
event, the holders of the Class A Preferred Stock will receive
the number of shares of Common Stock to which they would have
been entitled if the subdivision or combination had not taken
place.
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i. In case the corporation shall (A) declare a
dividend on its Common Stock in shares of Common Stock, (B)
subdivide its outstanding shares of Common Stock, or (C)
combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, the Conversion Price in
effect at the time of the record date or of the effective date
of such subdivision or combination shall be proportionately
adjusted so that the holder of any share of Class A Preferred
Stock surrendered for conversion after such time shall be
entitled to receive the kind and amount of shares which he
would have owned or have been entitled to receive had such
shares of Class A Preferred Stock been converted immediately
prior to such time. Such adjustment shall be made successively
whenever any event listed above shall occur.
j. The corporation will not, by amendment of its
Charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of any
securities, or any other voluntary action, avoid or seek to
avid the observance or performance of any of the terms to be
observed or performed hereunder by the corporation, but will
at all times in good faith assist in the carrying out of all
the provisions of its Charter and the taking of all such
action as may be necessary or appropriate in order to protect
the conversion rights of the holders of the Class A Preferred
Stock against impairment.
k. Upon the occurrence of each event of conversion,
the corporation at its expense shall promptly compute the
Conversion Price in accordance with the terms hereof, cause
independent public accountants selected by the corporation to
verify such computation, and prepare and furnish to each
holder of Class A Preferred Stock a certificate setting forth
such Conversion Price and the number of shares of Common Stock
which are to be received upon the conversion of each share of
Class A Preferred Stock and showing in detail the facts upon
which such computation is based.
4. OPTIONAL REDEMPTION.
a. All but not less than all of the Class A Preferred
Stock is redeemable in whole but not in part at any time at
the option of the corporation upon the vote of at least 70% of
all directors of the corporation at the redemption price
("Redemption Price") of $40 per share in cash.
b. In case the outstanding shares of Class A
Preferred Stock shall be subdivided into a greater number of
shares of Class A Preferred Stock, the Redemption Price shall
be proportionately reduced, and conversely, in case
outstanding shares of Class A Preferred Stock shall be
combined into a smaller number of shares of Class A Preferred
Stock, the Redemption Price shall be proportionately
increased, so that the holder of any share of Class A
Preferred Stock after such subdivision or combination shall be
entitled to receive the same total amount on redemption that
he would have received had such share of Class A Preferred
Stock been redeemed immediately prior to such subdivision or
combination.
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c. Notice of redemption will be mailed at least
fifteen (15) days but not more than sixty (60) days before the
redemption date to each holder of record of shares of Class A
Preferred Stock at the address shown on the stock books of the
corporation (but no failure to mail such notice or any defect
therein or in the mailing thereof shall affect the validity of
the proceedings for such redemption.
d. From and after the redemption date, the shares of
Class A Preferred Stock will cease to be outstanding to the
holders thereof shall cease to be shareholders with respect to
such shares and shall have no interest in or claim against the
corporation with respect to such shares other than to receive
the Redemption Price for the shares of Class A Preferred Stock
which had been redeemed, upon surrender of their certificates
of Class A Preferred Stock with endorsement thereon if
required.
COMMON STOCK
The Common Stock shall have unlimited voting rights. Holders
of Common Stock are entitled to one vote for each share at all meetings of
shareholders and have no preemptive or other rights to subscribe for additional
shares. There are no cumulative voting rights. Holders of Common Stock are
entitled to such dividends as may be declared by the Board of Directors from
time to time out of funds legally available therefor. The holders of Common
Stock are entitled to share ratably in any assets remaining after satisfaction
of all prior claims upon liquidation of the corporation.
ISSUANCE OF CAPITAL STOCK
The issuance of the corporation of shares of capital stock of
the corporation to the initial shareholders of the corporation and their
immediate family members shall require the vote of at least 70% of all directors
of the corporation.
ARTICLE VII
Except as otherwise provided in this Charter, whenever the
vote of shareholders of any class of the capital stock of the corporation at a
meeting of such shareholders is required or permitted to be taken for or in
connection with any corporate action, the meeting and vote of such shareholders
may be dispensed with and such action may be taken with the written consent of
shareholders holding shares of the capital stock of the corporation with voting
power of not less than the minimum percentage of the vote required by statute,
this Charter or the bylaws of the corporation for the proposed corporate action,
provided that prompt notice shall be given to all shareholders of the
corporation of the taking of such corporate action without a meeting of the
shareholders and by less than unanimous consent.
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ARTICLE VIII
The name and mailing address of the incorporator is:
Norman R. Miller
Boult, Cummings, Conners & Berry
414 Union Street, Suite 1600
Nashville, Tennessee 37219
ARTICLE IX
The corporation may indemnify and advance expenses to persons
who are or were directors or officers of the corporation in accordance with the
Act.
ARTICLE X
No person who is or was a director of this corporation, nor
his heirs, executors or administrators, shall be personally liable to this
corporation or its shareholders, and no such person may be sued by the
corporation or its shareholders, for monetary damages for breach of fiduciary
duty as a director; provided, however, that this provision shall not eliminate
or limit the liability of any such party (i) for any breach of a director's duty
of loyalty to the corporation or its shareholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or (iii) for unlawful distributions under Section 48-18-304 of the Act.
Any repeal or modification of the provisions of this Article
X, directly or by the adoption of an inconsistent provision of this charter,
shall not adversely affect any right or protection set forth herein in favor of
a particular individual at the time of such repeal or modification.
ARTICLE XI
In addition to the requisite vote of shareholders of the
corporation, the vote of 70% of all directors of the corporation is required to
amend, alter or repeal Article VI of this Charter.
Dated: March 29, 1994.
/s/ Norman R. Miller
--------------------
Norman R. Miller, Incorporator
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ARTICLES OF AMENDMENT
TO THE CHARTER OF
TEAM HEALTH GROUP, INC.
Pursuant to the provisions of Section 48-20-101 through Section
48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation
adopts the following Articles of Amendment to its Charter:
1. The name of the corporation is Team Health Group, Inc.
2. The text of each amendment adopted is:
The first paragraph of Article Six shall be deleted
in its entirety and the following shall be inserted
in lieu thereof:
The total number of shares of all classes of stock
that the corporation shall have authority to issue is
10,609,326 shares, of which 609,326 shares shall be
designated as Class A Preferred Stock, no par value
per share, and 10,000,000 shares shall be designated
as Common Stock, no par value per share.
3. The amendment was duly adopted on December 30, 1994 by the
shareholders.
December 30, 1994 TEAM HEALTH GROUP, INC.
By: /s/ G. Edward Alexander
---------------------------
G. Edward Alexander, Jr.
Chief Financial Officer
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ARTICLES OF MERGER
PF
PPS ACQUISITION, INC.
INTO
TEAM HEALTH GROUP, INC.
PPS ACQUISITION, INC., a Tennessee corporation ("PPSA") and TEAM HEALTH
GROUP, INC., a Tennessee corporation ("Team Health"), acting pursuant to
Sections 48-21-105 and 48-21-107 of the Tennessee Business Corporation Act, as
amended, hereby adopt the following Articles of Merger:
1. The Plan of Merger is attached hereto.
2. The Plan of Merger was duly adopted and approved by the
affirmative vote of the required percentage of holders of the issued and
outstanding voting stock of PPSA entitled to vote thereon, by written consent in
lieu of a meeting, dated as of June 27, 1995.
3. The Plan of Merger was duly adopted and approved by the
affirmative vote of the required percentage of holders of the issued and
outstanding voting stock of Team Health entitled to vote thereon at a meeting
held on June 27, 1995.
4. This merger is to be effective when these Articles of Merger
are filed by the Secretary of State.
Dated as of this 27th day of June 1995.
PPS ACQUISITION, INC.
By: /s/ Gary L. Groves
----------------------
Gary L. Groves, M.D., President
TEAM HEALTH GROUP, INC.
By: /s/ Lynn Massingale
-----------------------
Lynn Massingale, M.D., F.A.C.E.P.,
President and Chief Executive Officer
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
TEAM HEALTH GROUP, INC.
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles of amendment to its charter:
1. The name of the Corporation is Team Health Group, Inc.
2. The text of the amendment adopted is as follows:
Article I of the Charter of Team Health Group, Inc.
is hereby deleted in its entirety and the following inserted
in lieu thereof:
1. The name of the corporation is TEAM HEALTH, INC.
3. The Corporation is a for-profit corporation.
4. The amendment was duly adopted by the Board of Directors of
the Corporation as of the 7th day of March, 1997, and pursuant to Section
48-20-102 of the Tennessee Business Corporation Act, does not require
shareholder approval.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th
day of March, 1997.
3/7/97 TEAM HEALTH GROUP, INC.
- -------------- -------------------
Signature Date Name of Corporation
Vice President /s/ Harold C. Knight
-------------- --------------------
Signer's Capacity Signature
Harold C. Knight, Jr.
---------------------
Name (typed or printed)
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ARTICLES OF MERGER
OF
TEAM HEALTH GROUP, INC.
(A NORTH CAROLINA CORPORATION)
INTO
TEAM HEALTH GROUP, INC.
(A TENNESSEE CORPORATION)
Pursuant to the provisions of Section 48-21-107 of the
Tennessee Business Corporation Act, the undersigned corporations adopt the
following Articles of Merger to effect the merger of a foreign wholly owned
subsidiary into a domestic parent corporation.
1. a. The attached Plan of Merger (Exhibit "A"), was approved
by each of the undersigned corporations in the manner prescribed by the
Tennessee Business Corporation Act.
b. As to Team Health Group, Inc., a North Carolina
Corporation, the Plan of Merger and the performance of its terms where duly
authorized by all action required by the Business Corporation Act of the State
of North Carolina, and by its charter.
2. Approval by the Shareholders of each corporation that is a
party to the merger is not required by the Tennessee Business Corporation act,
T.C.A. section 48-21-105.
3. AS to the subsidiary corporation, Team Health Group, Inc.,
( a North Carolina Corporation), the plan was duly adopted and approved by the
Board of Directors by the written consent of all Directors on December 12, 1995.
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4. As to the parent corporation Team Health Group, Inc., (a
Tennessee Corporation), the plan was duly adopted and approved by the Board of
Directors by the written consent of all Directors on December 12, 1995.
5. These Articles of Merger shall take effect on December 31,
1995.
6. The parent corporation, being the sole shareholder of the
wholly owned subsidiary, has waived the requirement of mailing a copy of the
Plan of Merger pursuant to T.C.A. Section 48-21-105(c).
IN WITNESS WHEREOF, these Articles of Merger are executed and
approved on behalf of the parties to the merger by the undersigned, pursuant to
the authorization of the directors of each corporation.
Dated: December 12, 1995.
TEAM HEALTH GROUP, INC.
(a North Carolina Corporation)
By: /s/
------------------------------
Its:
------------------------------
TEAM HEALTH GROUP, INC.
(a Tennessee Corporation)
By: /s/
------------------------------
Its: Secretary
------------------------------
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ARTICLES OF MERGER
OF
AMERICARE MEDICAL SERVICES, INC.
INTO
TEAM HEALTH GROUP, INC.
(A TENNESSEE CORPORATION)
Pursuant to the provisions of Sections 48-21-105 and
48-21-107 of the Tennessee Business Corporation Act, the undersigned
corporations, each of which is a Tennessee Corporation, 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 Tennessee
Business Corporation Act.
2. Approval by the Shareholders of each corporation that is a
party to the merger is not required by the Tennessee Business Corporation Act.
3. As to Americare Medical Services, Inc., a Tennessee
corporation, the plan was duly adopted by the Board of Directors on December 26,
1996.
4. As to Team Health Group, Inc., a Tennessee corporation, the
plan was duly adopted by the Board of Directors on December 26, 1996.
5. These Articles of Merger shall take effect on January 1,
1997.
IN WITNESS WHEREOF, these Articles of Merger are executed and
approved on behalf of the parties to the merger by the undersigned, pursuant to
the authorization of the directors and the sole shareholder of each corporation.
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Dated: December 26, 1996
AMERICARE MEDICAL SERVICES, INC.
a Tennessee Corporation
By: /s/ H. Lynn Massingale
--------------------------------
H. Lynn Massingale, M.D.
Its: President
TEAM HEALTH GROUP, INC.
a Tennessee Corporation
By: /s/ H. Lynn Massingale
--------------------------------
H. Lynn Massingale, M.D.
Its: President
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