Exhibit 3.25
ARTICLES OF INCORPORATION
OF
QUINTILES PHASE ONE SERVICES, INC.
The undersigned, a natural person, for the purpose of incorporating or
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
Kansas General Corporation Code, as amended and supplemented, does hereby adopt
the following Articles of Incorporation.
FIRST: The name of the corporation (hereinafter called the
"corporation") is Quintiles Phase One Services, Inc.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Kansas is c/o The
Corporation Company, 515 South Kansas Avenue, Topeka, Kansas 66603.
THIRD: The nature of the business and of the purposes to be conducted
and promoted by the corporation is to engage in any lawful act or activity for
which corporations may be incorporated or organized under the Kansas General
Corporation Code.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is ten thousand (10,000) shares of Common Stock, $.01
par value per share.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
---- ---------------
Denelle J. Waynick, Esq. c/o Gibbons, Del Deo, Dolan
Griffinger & Vecchione
One Riverfront Plaza
Newark, New Jersey 07102
SIXTH: The names and addresses of the initial Board of Directors who
shall serve as directors until the first annual meeting of the stockholders or
until their successors are elected and qualify are:
NAME MAILING ADDRESS
---- ---------------
James Bierman c/o Quintiles Transnational
4709 Creekstone Drive
Suite 200
Durham, North Carolina 27703
Joseph Clancy c/o Quintiles Transnational
4709 Creekstone Drive
Suite 200
Durham, North Carolina 27703
John Russell c/o Quintiles Transnational
4709 Creekstone Drive
Suite 200
Durham, North Carolina 27703
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by paragraph (8) of subsection (b) of
Section 17-6002 of the Kansas General Corporation Code, as the same may be
amended and supplemented.
NINTH: The corporation shall, to the fill lest extent permitted by
Section 17-6305 of the Kansas General Corporation Code, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
TENTH: From time to time any of the provisions of these Articles of
Incorporation may be amended, altered, or repealed, and other provisions
authorized by the Kansas General Corporation Code at the time in force may be
added or inserted in the manner and at the time prescribed by said Kansas
General Corporation Code, and all rights at any time conferred upon the
stockholders of the corporation by these Articles of Incorporation are granted
subject to the provisions of this Article TENTH.
Executed on
/s/ Denelle J. Waynick
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Denelle J. Waynick, Incorporator
STATE OF NEW JERSEY
) SS:
COUNTY OF ESSEX
BE IT REMEMBERED that, on October 12, 2000, before me, a Notary Public duly
authorized by law to take acknowledgment of deeds, personally came Denelle J.
Waynick, the incorporator who is known to me, and who duly executed the
foregoing Articles of Incorporation before me and acknowledged the same to be
his act and deed, and that the facts therein stated are true.
GIVEN under my hand and official seal on
/s/ Eleanore M. Doganier
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Notary Public
[Seal]
ELEANORE M. DOGANIER
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES JAN. 23, 2006