Exhibit 3.39
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF NORTHSTORE CORPORATION
Pursuant to the provisions of the ALASKA CORPORATIONS CODE, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Northstore Corporation.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the corporation in the manner prescribed by the Alaska Corporations
Code:
RESOLVED, that Article One of the Articles of Incorporation of
Northstore Corporation is hereby amended as follows:
ARTICLE ONE
Name: The name of the Corporation shall be:
TESORO NORTHSTORE COMPANY
THIRD: The Amendment to the Articles of Incorporation was approved by
the Board of Directors on the 10th day of September, 1991 and by the
shareholders on the 10th day of September, 1991.
FOURTH: The number of shares of the corporation outstanding at the time
of the adoption of the amendment was 800, and the number of shares entitled to
vote thereon was 800. The designation and number of outstanding shares of each
class entitled to vote thereon as a class is as follows: none.
FIFTH: The number of shares that voted for such amendment was 800 and
the number of shares that voted against such amendment was 0. The number of
shares for such amendment was at least two-thirds of the shares entitled to
vote. The number of shares of each class entitled to vote thereon as a class
voted for and against such amendment, respectively, was none.
SIXTH: The manner in which an exchange, reclassification or
cancellation of issued shares is to be carried out if the amendment provides for
an exchange, reclassification or cancellation of issued shares and is not set
out in the amendment is as follows: "No change."
DATED this 16th day of September, 1991.
NORTHSTORE CORPORATION
By: /s/ E. William Cromey
---------------------------
E. William Cromey
Senior Vice President
By: /s/ Larry B. Douglas
---------------------------
Larry B. Douglas
Assistant Secretary
2
VERIFICATION
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
E. William Cromey, being first duly sworn, deposes and states that he is
the Senior Vice President of Northstore Corporation; that he has read the
foregoing Articles of Amendment to the Articles of Incorporation; that he
verifies by this instrument that the information contained therein is complete,
true and correct; and that he executed the foregoing document on behalf of said
corporation as its free and voluntary act and deed, for the uses and purposes
therein mentioned.
/s/ E. William Cromey
--------------------------------------------
E. William Cromey
SUBSCRIBED and SWORN to before me this 16th day of September 1991.
/s/ Shirley White
--------------------------------------------
Notary Public in and for Alaska
My Commission expires: 7/3/94
3
PLEASE COMPLETE EACH ITEM (TYPED OR PRINTED).
STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH
Pursuant to the provisions of Alaska Statute Title 10, the undersigned
Corporation, organized under the laws of the State of Alaska, submits the
following statement for the purpose of changing the registered office or its
registered agent, or both, in the State of Alaska.
1. Name of Corporation NORTHSTORE CORPORATION
--------------------------------------------------------
2. Address of its old registered office 4450 Cordova #200
---------------------------------------
Anchorage, Alaska 99503
----------------------------------------------------------------------------
3. ADDRESS TO WHICH REGISTERED
OFFICE IS TO BE CHANGED c/o C T CORPORATION SYSTEM
-----------------------------------------------
Suite 800, 240 Main Street, Juneau, Alaska 99801
----------------------------------------------------------------------------
4. Name of new registered agent Peter Miller [STAMP]
----------------------------------------------
5. Name of new registered agent C T CORPORATION SYSTEM
----------------------------------------------
The address of the registered office and the address of the business office of
the registered agent, as changed, will be identical.
Such change was authorized by resolution duly adopted by the board of directors
of this corporation.
Dated May 7, 1991
RETURN FORM AND $15.00 FILING FEE TO: /s/ James R. Hyslop
------------------------------------
Vice President
Corporations Section
P.O. Box D Subscribed and sworn to or
Juneau, Alaska 99811 5-16-91 affirmed before me on
Telephone (907) 465-2530 $15.00 7th day of May, 1991
[STAMP] /s/ Michelle D. Smith
------------------------------------
Notary Public in and for the State
of Texas
My commission expires: 3/6/93
08-184 (Rev. 3/89)
(ALASKA - 2405 - 7/2/89)
AMENDMENT TO THE ARTICLES OF INCORPORATION OF
MEDICAL DATA BANC, INC.
We, the undersigned duly appointed officers of Medical Data Banc, Inc.,
in compliance with and pursuant to the authority granted in Alaska Business
Corporation Act Section 10.05.285, adopt the following amendments to the
Articles of Incorporation.
FIRST: The name of the corporation is Medical Data Banc, Inc.
SECOND: The amendments to be adopted are as follows and in each case the
following Article replaces in its entirety the Article of the same number now
existing of record in the Articles of Incorporation of Medical Data Banc. The
amendments are as follows:
Article I
Article I shall be restated to read as follows:
"Name: The name of the corporation shall be: Northstore Corporation."
Article III
Article Ill shall be restated as follows:
"Purposes and Powers: The purposes for which the corporation is
organized is any lawful purpose and the Standard Industrial Code which most
closely describes the initial activities of the corporation is 5410. In addition
to the foregoing and without limiting the powers in anyway, the corporation
shall have the power, to such extent as a corporation organized under
the Alaska Business Corporations Act may now or hereafter lawfully have, to do,
either as principal or agent and either alone or in connection with other
corporations, firms or individuals, all and everything necessary, suitable,
convenient or proper for, or in connection with, or incident to, the
accomplishment of any purposes for the attainment of any one or more of the
objects herein enumerated, designed directly or indirectly to promote the
interests of the corporation or to enhance the value of its properties; and in
general to do any and all things and exercise any and all powers, rights and
privileges which a corporation may now or hereafter be organized to do or to
exercise under the Alaska Business Corporations Act or under any Act amendatory
thereof, supplemental thereto or substituted therefor."
Article IV
Article IV shall be restated to read as follows:
"Capitalization: The aggregate number of shares of the corporation shall
have authority to issue shall be one thousand shares of common stock, all of
which will be without par value."
Article V
Article V shall be restated to read as follows:
"Pre-emptive Rights: No shareholder of this corporation shall have the
pre-emptive right to acquire additional or treasury shares of the corporation
that may from time-to-time be issued whether or not presently authorized."
2
Article VI
Article VI shall be restated to read as follows:
"Limitation on Transfer of Stock: No shareholder shall encumber, sell,
transfer or otherwise dispose of any of the shares of this corporation which may
now or hereafter may be held or owned by him until he shall have first acquired
the written consent of The Southland Corporation. Before issuance of any stock
there shall be inscribed thereon notice of this restriction. This restriction
shall not be deleted or amended without the prior written consent of The
Southland Corporation."
Article VII
Article VII shall be restated to read as follows:
"Registered Office and Registered Agent: The address of the
corporation's registered office shall be 3600 West 40th, #B, Anchorage, Alaska
99503 and the name of the corporation's registered agent at such address shall
be Bruce Chambers."
THIRD: The foregoing amendments to the Articles of Incorporation were
adopted by the Shareholders at a special meeting held the 20th day of March,
1984.
FOURTH: The number of shares outstanding and entitled to vote in the
matter of this Amendment to the Articles of Incorporation are 500 shares issued
and outstanding all of one class, common stock with no par value.
FIFTH: The number of shares voting for or against the Amendment to the
Articles of Incorporation by class are as follows:
3
Shares Voting Shares Voting
Name of Class for Plan Against Plan
------------- -------- ------------
Common Stock (no par value) 500 0
SIXTH: These Amendments to the Articles of Incorporation in no way
change the amount of stated capital of the corporation but rather only change
the number of shares available for issue.
IN WITNESS WHEREOF, the undersigned has executed the foregoing
Amendments to the Articles of Incorporation of Medical Data Banc, Inc. now to be
known as Northstore Corporation on this the 20th day of March, 1984.
/s/ Bruce A. Chambers
--------------------------------------------
Bruce A. Chambers, President
/s/ John R. Morrison
--------------------------------------------
John R. Morrison, Secretary
VERIFICATION
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
BRUCE A. CHAMBERS, first being duly sworn upon oath, deposes and says,
that he has read the foregoing Amendment to the Articles of Incorporation of
Medical Data Banc, Inc. to be known as Northstore Corporation, knows the
contents thereof, and believes the same to be true and correct to the best of
his knowledge and belief.
/s/ Bruce A. Chambers
--------------------------------------------
Bruce A. Chambers, President
SUBSCRIBED AND SWORN to before me this 20th day of March, 1984.
/s/ Kenneth P. Egge
--------------------------------------------
Notary Public in and for Alaska
My commission expires: 1/22/86
4
ARTICLES OF MERGER OF
NORTHSTORE CORPORATION
(An Alaska Corporation)
INTO
MEDICAL DATA BANC, INC.
(An Alaska Corporation)
Pursuant to the provisions of Title X, Chapter 5, Article 4 of the
Alaska Statutes, the undersigned corporations adopt the following Articles of
Merger for the purpose of merging Northstore Corporation (an Alaska corporation)
into Medical Data Banc, Inc. (an Alaska corporation) with Medical Data Banc,
Inc. being the surviving corporation.
FIRST: The following Plan of Merger was approved by the Shareholders of
each of the undersigned corporations in the manner prescribed by Section
10.05.390 of the Alaska Business Corporations Act:
ARTICLE I
Name and Continued Corporate Existence
of Surviving Corporation
Medical Data Banc, Inc., the constituent corporation whose corporate
existence is to survive this merger and continue thereafter as the surviving
corporation, and its identity, existence, purposes, powers, objects, franchises,
rights and immunities shall continue unaffected and unimpaired by the merger.
The corporate identity, existence, purposes and powers, objects, franchises,
rights and immunities of Northstore Corporation shall be wholly merged into
Medical Data Banc, Inc. Accordingly, on
the merger date, the separate existence of Northstore Corporation, except
insofar as continued by statute, shall cease.
ARTICLE II
Certificate of Incorporation
From and after the merger date, the Certificate of Incorporation of
Medical Data Banc, Inc., (which Certificate of Incorporation of Medical Data
Banc, Inc., filed in the office of the Commissioner, Department of Commerce &
Economic Development, State of Alaska, on the 29th day of June, 1981) shall be
the Certificate of Incorporation of the surviving corporation. In addition to
the powers conferred upon it by law, the surviving corporation shall have the
powers set forth in the Articles of Incorporation and be governed by the
Provisions thereof.
ARTICLE III
By-laws of the Surviving Corporation
From and after the merger date, the present By-laws of Medical Data
Banc, Inc., as amended, shall be and become the Bylaws of the surviving
corporation until the same shall be altered, amended or repealed, or until new
By--laws shall be adopted, in accordance to the Provisions of law, the By-laws
and the Certificate of Incorporation of the surviving corporation.
ARTICLE IV
Directors and Officers
1. The directors of the surviving corporation, who shall hold
office until their successors shall have been duly elected and shall have
qualified, are as otherwise provided in the
2
Certificate of Incorporation of the surviving corporation or by its By-laws,
shall be the directors of Medical Data Banc, Inc. until changed by action of the
board of directors of the surviving corporation pursuant to its By-laws; and the
names of the first directors of the surviving corporation are:
Name Address
---- -------
Bruce A. Chambers 1435 "L" Street
Anchorage, Alaska
John E. Niemneyer 6342 S.W. Macadam
Portland, Oregon
John R. Morrison 1435 "L" Street
Anchorage, Alaska
2. The first annual meeting of the shareholders of the surviving
corporation after the merger date shall be the annual meeting provided by the
By-laws of the surviving corporation in effect immediately following merger for
the year 1984.
3. The officers of the surviving corporation, who shall hold office
until their successors shall have been elected or appointed and shall have
Qualified? are as otherwise provided in its By-laws, are the officers of
Northstore Corporation immediately prior to the merger date.
4. If, on or after the merger date, a vacancy shall for any reason
exist in the board of directors of the surviving corporation, or in any of the
offices, such vacancies shall thereafter be filled in the manner provided in the
Certificate of Incorporation of the surviving corporation or in its By-laws.
3
ARTICLE V
Capital Stock of the Surviving Corporation
The capitalization of the surviving corporation upon the merger date
shall be as set forth in the Certificate of Incorporation of the surviving
corporation.
ARTICLE VI
Conversion of Securities on Merger
The manner and basis of converting the shares of stock of each of the
constituent corporations into shares of stock of the surviving corporation are
as follows:
1. Each issued share of common stock, of no par value, of Medical Data
Banc, Inc., including shares held in treasury, if any, shall, on the merger date
continue to be issued shares of common stock of the surviving corporation. Each
of the shares of common stock, with no par value, of Northstore Corporation
outstanding on the merger date (hereinafter sometimes called "Northstore
stock"), and all rights and respect thereof shall upon the merger date be
converted into approximately 0.86 share(s) of common stock, no par value, of the
surviving corporation.
2. At any time and from time-to-time after the merger date, each holder
of an outstanding certificate or certificates theretofore representing shares of
Northstore Corporation stock shall be entitled, upon the surrender of such
certificate or certificates at the office of the transfer agent of the surviving
corporation to receive in exchange therefor a certificate or certificates
representing the number of shares of no par value
4
surviving corporation common stock pursuant to Paragraph 1 above. No dividend
shall be paid by the surviving corporation to the holders of outstanding
certificates expressed to represent shares of Northstore Corporation stock, upon
surrender and exchange thereof as herein provided there shall be paid to the
record holder of a certificate or certificates of no par value surviving
corporation stock an amount with respect to each such share equal to all
dividends which shall have been paid or become payable to holders of record
between the merger date and the date of such exchange.
ARTICLE VII
Assets and Liabilities
On the merger date, all property, real, personal and mixed, and all
debts due to either of the constituent corporations on whatever account, as well
for stock subscriptions as all other choses in action, and all and every other
interest of or belonging to either of constituent corporations shall be taken by
and deemed to be transferred to and vested in the surviving corporation without
further act or deed; and all property and every other interest shall be
thereafter as effectually the property of the surviving corporation as it was of
the respective constituent corporations, and the title to any real estate or any
interest therein, whether vested by deed or otherwise, in either of the
constituent corporations shall not revert or be in any way impaired by reason of
the merger; provided, however, that all rights of creditors and all liens upon
the property of either of
5
the constituent corporations shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the respective constituent corporations
shall thenceforth attach to the surviving corporation, and may be enforced
against it to the same extent as if said debts, liabilities, obligations and
duties had been incurred or contracted by it. Any action or proceeding pending
by or against either of the constituent corporations may be prosecuted to
judgment as if the merger had not taken place, or the surviving corporation may
be submitted in place of either of the constituent corporations. The parties
hereby respectively agree that from time to time, when requested by the
surviving corporation or by its successors or assigns, they will execute and
deliver or cause to be executed and delivered all such deeds and instruments,
and will take or cause to be taken all 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 or its successors or assigns title to and
possession of all the aforesaid property and rights and otherwise carry out the
intent and purposes of this agreement.
ARTICLE VIII
Conduct of Business by Constituent Corporation
Prior to the merger date Northstore Corporation shall conduct its
business in its usual and ordinary manner.
ARTICLE IX
Resident Agent
The respective names of the city and location therein where the
principal office of the surviving corporation is to be
6
located in the State of Alaska, street number of its principal office, the name
of the registered agent will, as of the merger date, be set forth in the
Articles of Incorporation of the surviving corporation.
ARTICLE X
Right to Amend Certificate of Incorporation
The surviving corporation hereby reserves the right to amend, alter,
change or repeal its certificate of incorporation in a manner now or hereafter
prescribed by statute or otherwise authorized by law; and all rights and powers
conferred in the certificate of incorporation on the shareholders, directors or
officers of the surviving corporation, or any other person whomsoever, are
subject to this reserved power.
SECOND: The number of shares outstanding and entitled to vote in the
matter of this merger of corporations is as follows:
Number of Shares Entitled
Name of Corporation to Vote
- ------------------- -------------------------
Medical Data Banc, Inc. 70
Northstore Corporation 500
Each corporation has but one class of stock, that being common stock bearing no
par value.
THIRD: The number of shares voting for or against the Plan of Merger by
each class are as follows:
Those Voting Those Voting
Name of Corporation for Plan Against Plan
- ------------------- ------------ ------------
Medical Data Banc, Inc. 70 0
Northstore Corporation 500 0
7
Each Corporation has but one class of stock, that being common stock bearing no
par value. Effective date of this merger shall be the date accepted and filed
with the State of Alaska.
MEDICAL DATA BANC, INC.
Dated: 3/19/84 By: /s/ BRUCE A. CHAMBERS
---------------------------- ----------------------------------
Bruce A. Chambers
President
Dated: March 19, 1984 By: /s/ ILLEGIBLE
---------------------------- ----------------------------------
ILLEGIBLE
Secretary
NORTHSHORE CORPORATION
Dated: 3/19/84 By: /s/ BRUCE A. CHAMBERS
---------------------------- ----------------------------------
Bruce A. Chambers
President
Dated: March 19, 1984 By: /s/ ILLEGIBLE
---------------------------- ----------------------------------
ILLEGIBLE
Secretary
VERIFICATION
------------
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
BRUCE A. CHAMBERS, first being duly sworn upon oath, deposes and says,
that he is President of Northshore Corporation and Medical Data Banc, Inc.,
that he has read the foregoing Articles of Merger of Northshore Corporation
into Medical Data Banc, Inc., knows the contents thereof, and believes the same
to be true and correct to the best of his knowledge and belief.
/s/ BRUCE A. CHAMBERS
--------------------------------------
Bruce A. Chambers
SUBSCRIBED AND SWORN to before me this 19th day of March, 1984.
------ -------
/s/ ILLEGIBLE
--------------------------------------
Notary Public in and for Alaska
My Commission Expires: 1-22-86
---------------
8
ARTICLES OF INCORPORATION
of
MEDICAL DATA BANC, INC.
I, the undersigned, a natural person of the age of nineteen (19) years
or more, acting as incorporator under the Alaska Business Corporation Act,
adopts the following Articles of Incorporation for such corporation.
ARTICLE ONE
NAME: The name of the corporation shall be:
MEDICAL DATA BANC, INC.
ARTICLE TWO
DURATION: This corporation shall commence at the time that a certificate
of incorporation shall be issued and shall continue thereafter without limit.
ARTICLE THREE
PURPOSES AND POWERS: The purposes for which the corporation is organized
are to sell and promote services and products relating to medical data.
This corporation shall have the power, to such extent as a corporation
organized under the Alaska Business Corporation Act may now or hereafter
lawfully do, to do, either as principal or agent and either alone or in
connection with other corporations, firms, or individuals, all and
everything necessary, suitable, convenient, or proper for, or in connection
with, or incident to, the accomplishment of any of the purposes for the
attainment, of any one or more of the objects herein enumerated, or designed
directly or indirectly to promote the interests of this corporation or to
enhance the value of its properties; and in general to do any and all things and
exercise any and all powers, rights, and privileges which a corporation may now
or hereafter be organized to do or to exercise under the Alaska Business
Corporation Act or under any Act amendatory thereof, supplemental thereto, or
substituted therefor.
ARTICLE FOUR
CAPITALIZATION: The aggregate number of shares that the corporation
shall have authority to issue shall be Five Hundred (500) shares, all of such
shares being without par value.
ARTICLE FIVE
PRE-EMPTIVE RIGHTS: After each of the original stockholders shall have
reached parity concerning the number of shares they shall hold, each stockholder
of this corporation shall have the right to purchase shares of this corporation
that may from time to time be issued whether or not presently authorized,
including shares from the treasury of this corporation, in the ratio that the
number of shares the
2
stockholder holds at the time of issue bears to the total number of shares
outstanding, exclusive of treasury shares. This right shall have been deemed
waived by any stockholder who does not exercise it and pay for the shares
pre-emptive within thirty (30) days of receipt of a notice in writing from the
corporation stating the prices, terms and conditions of the issue of shares and
inviting him to exercise his preemptive rights.
Until each of the stockholders shall have reached parity, stockholders
of this corporation shall have no pre-emptive or preferential right of
subscription to any shares of this corporation, whether now or hereafter
authorized. The acceptance of shares in this corporation shall be a waiver of
any such pre-emptive or preferential right which, in the absence of this
provision, might otherwise be asserted by stockholders of this corporation, or
any of them.
ARTICLE SIX
LIMITATION ON TRANSFER OF STOCK: In case any stockholder of this
corporation should desire to sell, transfer, pledge, encumber, or in any manner
dispose of his shares of stock during his lifetime, he must offer for sale to
the corporation, in writing, the said share or shares of the corporation at the
same price and on the same terms as would govern upon a transfer to a person not
a stockholder.
3
The corporation shall have ninety (90) days from the receipt of said offer
within which to exercise its option to purchase said stock. Said notice shall be
given by the stockholders to the company by a letter sent by United States
registered mail, addressed to the company at its registered office. The purchase
of such stock may be made by the company only out of earned surplus, but such
purchase may be made by action of the Board of Directors and without any action
of the stockholders of the corporation.
(A) In the event that the corporation should fail, refuse or
be unable to exercise, within ninety (90) days after receipt of the aforesaid
offer, its option to purchase all or a part of such stock, the remaining
stockholders of the corporation shall have the option to purchase said stock or
the portion thereof not purchased by the corporation, said option to be
exercised within sixty (60) days after there has been mailed to each stockholder
of the corporation a notice in writing giving the number of shares being offered
for sale and the price at which said shares are being offered. This notice shall
be sent by United States mail, addressed to each stockholder as shown by the
corporation's records, and shall be sent within five (5) days after the
expiration of the period granted the corporation within which to exercise its
prior option. Stockholders of the corporation, so desiring to purchase said
stock,
4
shall send to the corporation, within the period aforesaid, written
subscriptions for the number of shares desired by them.
(B) If no part of the shares offered for sale, or if less
than the total number of shares so offered for sale, is purchased by the
corporation or stockholders, or both, then the stock not so purchased shall be
returned to the stockholders who offered the same for sale, and the said
stockholders shall thereafter have the right to sell said stock to whomsoever
will purchase same, provided, however, that the sale of such stock shall not be
made at any lower price than that which was offered to the corporation
originally, as aforesaid, and provided further that the sale of such stock shall
not be made later than one hundred eighty (180) days after the date upon which
said stock was offered to the corporation originally as aforesaid.
If more than the total number of shares so offered for sale and
available for purchase by the stockholders of the corporation is desired by the
stockholders of the corporation, then the stockholders, so desiring to purchase
same, shall be entitled to purchase said stock in the proportions in which the
common stockholding of each stockholder purchasing the same bears to each other,
In the event that the proportion to which any stockholder should be entitled,
determined in this manner, should be more than the
5
number of shares desired to be purchased by said stockholder, then the overplus
shall be distributed to the remaining stockholders, so desiring to purchase, in
the proportion in which the common stockholdings of such remaining stockholders
bear to each other. No fractional shares shall be issued in connection with any
offerings under this Article but only whole shares will be issued to the
stockholders. At the option of the corporation, (l) the sum total of the
fractional shares may be purchased by the corporation at the price at which the
stock was offered originally, provided that such purchase shall be made only out
of earned surplus, or (2) the sum total of the fractional shares may be returned
to the stockholder who offered the same for sale and the said stockholder shall
have the right to sell said stock to whomsoever will purchase the same provided,
however, the sale of such stock shall not be made at any lower price than that
which it was offered to the corporation originally, and provided further that
the sale of such stock shall not be made later than one hundred eighty (180)
days after the date upon which the said stock was offered to the corporation
originally, as aforesaid.
(C) All stock so purchased by the corporation under and
pursuant to the provisions of this Article shall be cancelled by the corporation
forthwith.
(D) No transfer of stock shall be binding
6
upon the corporation unless made and recorded upon its stock books.
(E) A reference to this Article shall be printed on each
certificate of common stock issued by the corporation and the provisions of this
Article shall be binding upon every person now or hereafter becoming a
stockholder of this corporation, all of whom shall take such common stock
subject to the provisions hereof; and all pledges, hypothecations, or other
encumbrances of said stock, or dealing with regard thereto, shall likewise be
subject to the provisions hereof.
(F) Nothing contained herein shall prevent the stockholders
of this corporation from entering into an agreement for the sale and purchase of
stock as long as the terms of said agreement are not inconsistent herewith. In
this regard, any agreement which establishes the price at which a stockholder
must offer the stock to the corporation under this Article, or which provides
that said stock shall be offered at an established price to the corporation upon
termination of a stockholder's employment, or upon a stockholder's death, shall
not be deemed to be inconsistent herewith.
ARTICLE SEVEN
REGISTERED OFFICE AND REGISTERED AGENT: The address of the corporation's
initial registered office shall
7
be 711 "H" Street, Suite 600, Anchorage, Alaska 99501 and the name of the
corporation's initial registered agent at such address shall be LANCE E.
GIDCUMB.
ARTICLE EIGHT
INITIAL DIRECTORS: The management of this corporation shall be vested in
a Board of Directors. The number of directors shall be fixed from time to time
by the By-laws of the corporation. At such time as the corporation has less
than three (3) shareholders, it may have the same number of directors as it has
shareholders. Directors shall be elected at the annual meeting of the
shareholders. Until such time as the first meeting of the Board of Directors has
been held and the By-laws of the corporation shall have been adopted, the
directors of the corporation shall be three (3) in number, and shall be:
Patsy L. Tampke
3303 West 64th Avenue
Anchorage, Alaska 99502
Fred A. Tampke
3303 West 64th Avenue
Anchorage, Alaska 99502
Debra G. Clay
2707 West 29th Avenue
Anchorage, Alaska 99503
ARTICLE NINE
INCORPORATORS:The name and address of the incorporator of this
corporation is as follows:
8
Patsy L. Tampke 3303 W. 64th Avenue
Anchorage, Alaska 99502
ARTICLE TEN
There are no non-resident aliens or corporations organized outside the
United States who are affiliated with this corporation.
IN WITNESS WHEREOF, I have executed these Articles of Incorporation in
duplicate on this 24th day of June, 1981.
/s/ Patsy L. Tampke
-----------------------------
PATSY L. TAMPKE
STATE OF ALASKA )
ss.
THIRD JUDICIAL DISTRICT )
PATSY L. TAMPKE, first being duly sworn upon oath, deposes and
says that she has read the foregoing Articles of Incorporation, knows the
contents thereof, and believes the same to be true and correct to the best of
her knowledge and belief.
/s/ Patsy L. Tampke
-----------------------------
PATSY L. TAMPKE
SUBSCRIBED AND SWORN to before me this 24th day of June, 1981.
/s/ Linda L. Kingkade
---------------------------------------
Notary Public in and for Alaska
My Commission Expires: 2/5/84
9
STATEMENT OF
STANDARD INDUSTRIAL CLASSIFICATION CODE
of
MEDICAL DATA BANC, INC.
The purpose or purposes of MEDICAL DATA BANC, INC. are best
described by S.I.C. No. 8090, Health and Allied Services, nec.
DATED this 24th day of June, 1981.
/s/ Pasty L. Tampke
------------------------------------
PATSY L. TAMPKE
24