EXHIBIT 3.25
ARTICLES OF INCORPORATION
OF
ST. JOSEPH/S.E.D. LABORATORIES, INC.
The undersigned, acting as incorporator of the corporation under the
New Mexico Business Corporations Act, adopts the following Articles of
Incorporation for such corporation:
ARTICLE I
The name of the corporation is ST. JOSEPH/S.E.D. LABORATORIES, INC.
ARTICLE II
The period of the corporation's duration is perpetual.
ARTICLE III
The purpose for which the corporation is organized is to provide
laboratory services and engage in other related business activities within the
State of New Mexico.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is fifty thousand (50,000) shares of common stock, of par
value of One and No/100 Dollar ($1.00) par share.
ARTICLE V
There are no provisions granting preemptive rights.
ARTICLE VI
The affairs of the corporation shall be conducted by a Board of
Directors of not less than three (3) members and such officers as the Board of
Directors may appoint or elect. Provisions for the regulation of the internal
affairs of the corporation will be contained in the By-laws to be adopted by the
directors at their first meeting.
ARTICLE VII
The address of the initial registered office of the corporation is 500
Walter, NE - Suite 500, Albuquerque, New Mexico 87102 and the name of its
initial registered agent is S. Victor Savino, M.D.
ARHCLB VIII
The number of directors constituting the initial Board of Directors of
the corporation is four (4) and the names of the persons who are to serve as
directors until the first annual meeting of shareholders or until their
successors ace elected and shall qualify are:
John M. Kirk
400 Walter, NE
Albuquerque, New Mexico 87102
Richard F. Rail
400 Walter, NE
Albuquerque, New Mexico 87102
S. Victor Savino, M.D.
500 Walter, NE - Suite 500
Albuquerque, New Mexico 87102
David W. Dain, M.D.
500 Walter, NE - Suite 500
Albuquerque, New Mexico 87102.
ARTICLE IX
The name and address of the incorporator is D. James Sorenson, 400
Walter, NE, Albuquerque, New Mexico 87102.
/s/ D. James Sorenson
---------------------------
D. JAMES SORENSON
2
STATE OF NEW MEXICO )
) SS
COUNTY OF BERNALILLO )
The foregoing instrument was acknowledged before me this 11th day of
March, 1987, by D. JAMES SORENSON.
/s/ [ILLEGIBLE]
---------------------------
NOTARY PUBLIC
My commission expires:
12/26/90
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AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
TO: The State Corporation Commission
State of New Mexico
STATE OF NEW MEXICO )
) SS
COUNTY OF BERNALILLO )
On this 10th day of March, 1987, before me, a Notary Public in
and for the State and County aforesaid, personally appeared S. VICTOR SAVINO,
M.D., who is to me known to be the person and who, being by me duly sworn,
acknowledged to me that he does hereby accept his appointment as the initial
registered agent of ST. JOSEPH/S.E.D. LABORATORIES, INC.
/s/ S. VICTOR SAVINO
---------------------------
S. VICTOR SAVINO, M.D.
Registered Agent
Subscribed and sworn to before me this 10th day of March, 1987.
/s/ LINDA L. FOUST
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[NOTARY PUBLIC STATE OF NEW MEXICO SEAL] NOTARY PUBLIC
[GREAT SEAL OF THE STATE OF NEW MEXICO 1912]
OFFICE OF THE
PUBLIC REGULATION COMMISSION
CERTIFICATE OF AMENDMENT
OF
AHS S.E.D. MEDICAL LABORATORIES, INC.
3248069
The Public Regulation Commission certifies that duplicate originals of
the Articles of Amendment attached hereto, duly signed and verified pursuant to
the provisions of the
BUSINESS CORPORATION ACT
(53-11-1 to 53-18-12 NMSA 1978)
have been received by it and are found to conform to law.
Accordingly, by virtue of the authority vested in it by law, the Public
Regulation Commission issues this Certificate of Amendment and attaches hereto a
duplicate original of the Articles of Amendment.
Dated: SEPTEMBER 26, 2002
In testimony whereof, the Public Regulation of the
State of New Mexico has caused this certificate to be
signed by its Chairman and the seal of said
Commission to affixed at the City of Santa Fe.
/s/ [ILLEGIBLE]
---------------------------
Chairwoman
/s/ [ILLEGIBLE]
---------------------------
Bureau Chief
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ST. JOSEPH/S.E.D. LABORATORIES, INC.
Pursuant to the provisions of Section 53-13-4, NMSA 1978, the undersigned
corporation adopts the following Articles of Amendment to its Articles of
Incorporation:
ARTICLE I
The corporate name of the corporation is ST. JOSEPH/S.E.D.
LABORATORIES, INC. and the NMSCC # is 1345149.
ARTICLE II
The following amendment to Article I of the Articles of Incorporation
was adopted by the shareholders of the corporation on September 9, 2002, in the
manner prescribed by the New Mexico Business Corporation Act:
"The name of the corporation is AHS S.E.D. Medical Laboratories, Inc."
ARTICLE III
The number of shares of the corporation outstanding at the time of such
adoption was 50,000 and the number of shares entitled to vote thereon was
50,000.
ARTICLE IV
The number of shares voting for such amendments was 50,000. No shares
voted against the amendments.
DATED: 09/23/02
ST. JOSEPH/S.E.D. LABORATORIES, INC.
By /s/ William P. Barnes
---------------------------------
William P. Barnes
Senior Vice President
AND
/s/ Stephen C. Petrovich
--------------------------------
Stephen C. Petrovich
Secretary
Under penalty of perjury, the undersigned declares that the foregoing document
executed by the corporation and that the statements contained therein are true
and correct to the best of my knowledge.
/s/ Stephen C. Petrovich
--------------------------------
Stephen C. Petrovich
Secretary
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