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EXHIBIT 3.19
ARTICLES OF INCORPORATION
OF
CONSORT TECHNOLOGIES, INC.
I.
The name of the corporation is:
CONSORT TECHNOLOGIES, INC."
II.
That the corporation is organized pursuant to the provisions of the
Georgia Business Corporation Code.
III.
The corporation has perpetual duration.
IV.
The corporation is a corporation for profit and organized for the
following purposes:
To provide environmental consulting and software services and products for
utilities, government agencies, and private businesses, and to do any and all
acts and things necessary, convenient and incidental in the operation and
conduct of such business.
V.
The corporation has authority to issue not more than 200,000 shares of
common stock of no par value.
VI.
The corporation shall not commence business until it shall have received
not less than $500.00 in payment for the issuance of shares of stock.
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VII.
The initial registered office of the corporation is One Legion Dr.,
Lindale (Floyd), Georgia 30147. The initial registered agent of the corporation
is Barbara J. Gale; and her written consent to such appointment is attached to
these articles of incorporation.
VIII.
The initial Board of Directors shall consist of one (1) member who is
Hesham Derazi, P. O. Box 524, Indianapolis, Indiana 46206-0524.
IX.
The name and address of the incorporator is Hesham Derazi, P. O. Box 524,
Indianapolis, Indiana 46206-0524.
IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation.
/s/ Barbara J. Gale
-------------------------
BARBARA J. GALE
Attorney for Incorporator
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CONSENT TO APPOINTMENT AS REGISTERED AGENT
TO: Max Cleland
Secretary of State
Ex-officio Corporation
Commissioner
State of Georgia
State Capitol
Atlanta, GA
I, BARBARA J. GALE, do hereby consent to serve as registered agent for the
corporation, CONSORT TECHNOLOGIES, INC.
/s/ Barbara J. Gale
-------------------
BARBARA J. GALE
One Legion Drive
Lindale, Georgia 30147
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CERTIFICATE DATE : 12/21/87
Secretary of State DOCKET NUMBER : 87355024
Business Services and Regulation EXAMINER : LINDA E. SULLIVAN
Suite 306, West Tower TELEPHONE : 404-656-1772
2 Martin Luther King Jr. Dr.
Atlanta, Georgia 30034
REQUESTED BY:
LEE HENLEY
POB 85
DALLAS GA 30132
CORPORATE NAME CERTIFICATE
THE RECORDS OF THE SECRETARY OF STATE HAVE BEEN REVIEWED AND THE FOLLOWING
NAME IS NOT IDENTICAL TO, AND APPEARS TO BE DISTINGUISHABLE FROM, THE NAME OF
ANY OTHER EXISTING CORPORATION OR PROFESSIONAL ASSOCIATION ON FILE PURSUANT TO
THE APPLICABLE PROVISIONS OF THE GEORGIA LAWS RELATING TO CORPORATIONS AND
PROFESSIONAL ASSOCIATIONS (TITLE 14 OF THE OFFICIAL CODE OF GEORGIA ANNOTATED).
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"CONSORT TECHNOLOGIES, INC."
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THIS CERTIFICATE SHALL BE VALID FOR A PERIOD OF TWO CALENDER MONTHS FOR
PROFIT AND NONPROFIT CORPORATIONS AND PROFESSIONAL ASSOCIATIONS (DP, FP, DN,
FN, & PA) AND SIX CALENDAR MONTHS FOR BANKS (BK) FROM THE DATE OF THIS
CERTIFICATE. PLEASE SUBMIT THE ORIGINAL CERTIFICATE (WHITE COPY) WITH THE
ARTICLES OF INCORPORATION.
THE SECRETARY OF STATE MAY EXTEND THE CERTIFICATE FOR ONE PERIOD IF THE
APPLICANT SUBMITS A $20.00 FEE AND A WRITTEN REQUEST EXPLAINING WHY THE
EXTENSION IS REQUESTED.
/s/ Max Cleland
---------------------------
MAX CLELAND
SECRETARY OF STATE
/s/ H. Wayne Howell
---------------------------
[SEAL] H. WAYNE HOWELL
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro-Atlanta
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ARTICLES OF CORRECTION
OF
ARTICLES OF INCORPORATION
OF
CONSORT TECHNOLOGIES, INC.
Consort Technologies, Inc., a corporation organized under the laws of the
State of Georgia, pursuant to O.C.G.A. Section 14-2-124 hereby executes the
following Articles of Correction.
[SEAL]
1. The name of the corporation is: Consort Technologies, Inc.
2. The Articles of Incorporation were recorded by the Secretary of State
on January 27, 1988 and said document requires correction.
3. The error, inaccuracy, omission, or defect in said document to be
corrected is as follows:
ARTICLE IV.
The corporation is a corporation for profit and organized
for the following purposes:
To provide environmental consulting and software services
and products for utilities, government agencies, and private
businesses, and to do any and all acts and things necessary,
convenient and incidental in the operation and conduct of such
business.
ARTICLE VIII.
The initial Board of Directors shall consist of one member
who is Hesham Derazi, P O Box 524, Indianapolis, Indiana 46206-0524.
ARTICLE IX.
The name and address of the incorporator is Hesham Derazi,
P O Box 524, Indianapolis, Indiana 46205-0524.
4. The foregoing errors, inaccuracies, omissions or defects in the
documents are correct to read as follows:
ARTICLE IV.
The corporation is a corporation for profit and is organized
for the following purposes:
To provide environmental consulting and software services
and products for utilities, government agencies, and private
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businesses, and to do any and all acts and things necessary, convenient and
incidental in the operation and conduct of such business. The corporation
is further empowered to conduct any business and do any act authorized
under the Georgia Business Corporation Code. The Corporation's business
shall not be restricted to environmental consulting and software services
and products for utilities, government agencies and private businesses.
ARTICLE VIII.
The initial Board of Directors shall consist of one member who is
Abdol Rassoul Barghi, 3850 Holcomb Bridge Road, Suite 450, Norcross,
Georgia 30092.
ARTICLE IX.
The name and address of the incorporator is Abdol Rassoul Barghi,
3850 Holcomb Bridge Road, Suite 450, Norcross, Georgia 30092.
5. No stock of said corporation has been issued nor have any officers or board
members been elected.
IN WITNESS WHEREOF, the undersigned corporation has caused these
Articles of Correction to be signed in its corporate name and on its behalf
by its attorney at law.
This 17th day of July, 1989.
Consort Technologies, Inc.
By: /s/ Donald A. Rolader
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Donald A. Rolader, Attorney
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Secretary of State DOCKET NUMBER : 953190005
Business Information and Services CONTROL NUMBER : 8802207
Suite 315, West Tower EFFECTIVE DATE : 11/13/1995
2 Martin Luther King Jr. Dr. REFERENCE : 0045
Atlanta, Georgia 30334-1530 PRINT DATE : 11/15/1995
FORM NUMBER : 111
DEIRDRE L. BROADFOOT
ALTMAN, KRITZER & LEVICK, P.C.
6400 POWERS FERRY RD., STE. 224
ATLANTA, GA 30339
CERTIFICATE OF AMENDMENT
I, MAX CLELAND, Secretary of State and the Corporation Commissioner of the State
of Georgia, do hereby certify under the seal of my office that
CONSORT TECHNOLOGIES, INC.
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the office of the Secretary of State and has
paid the required fees as provided by Title 14 of the Offical Code of Georgia
Annotated. Attached hereto is a true and correct copy of said articles of
amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
/s/ Max Cleland
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[SEAL] MAX CLELAND
SECRETARY OF STATE
CORPORATIONS CORPORATIONS HOT LINE
656-2817 404-656-2222
Outside Metro-Atlanta
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
CONSORT TECHNOLOGIES, INC.
I.
The name of the Corporation is Consort Technologies, Inc.
II.
The Articles of Incorporation of Consort Technologies, Inc. filed in the
office of the Secretary of State of the State of Georgia on January 27, 1988,
and corrected by Articles of Correction filed in the office of the Secretary of
State of the State of Georgia on April 19, 1991, are amended by adding ARTICLE
X to read as follows:
"ARTICLE X.
The shareholders of the Corporation shall not have any preemptive
rights to acquire the corporation's unissued or treasury shares, if any."
III.
The date of the adoption of this amendment by the Directors of the
Corporation was November 10, 1995.
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IV.
This amendment was adopted by (i) the unanimous written consent of the
Corporation's Board of Directors, and (ii) the unanimous written consent of all
the outstanding shares of the Corporation entitled to vote in accordance with
the provisions of Section 14-2-1003 of the Georgia Business Corporation Code.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to the Articles of Incorporation to be executed, its corporate seal to be
affixed and the foregoing to be attested, all by its duly authorized officers
on this 10th day of November, 1995.
CONSORT TECHNOLOGIES, INC.
By: /s/ Mahmoud R. Ghavi
----------------------------------------
Mahmoud R. Ghavi, President
Attest: /s/ Kevin L. Bierschenk
------------------------------------
Kevin L. Bierschenk, Asst. Secretary
[CORPORATE SEAL]
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Secretary of State DOCKET NUMBER : 953260380
Business Information and Services CONTROL NUMBER : 8802207
Suite 315, West Tower EFFECTIVE DATE : 11/22/1995
2 Martin Luther King Jr. Dr. REFERENCE : 0069
Atlanta, Georgia 30334-1530 PRINT DATE : 11/22/1995
FORM NUMBER : 411
PARANET CORPORATION SERVICES, INC.
DOUGLAS W. JUNKER
3761 VENTURE DRIVE, STE 260
DULUTH, GEORGIA 30136
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue this
certificate pursuant to Title 14 of the Official Code of Georgia Annotated
certifying that articles or a certificate of merger and fees have been filed
regarding the merger of the below entities, effective as of the date shown
above. Attached is a true and correct copy of said filing.
Surviving Entity:
CONSORT TECHNOLOGIES, INC., a Georgia corporation
Non-Surviving Entity:
NUKSUB, INC., a Georgia corporation
/s/ Max Cleland
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[SEAL] MAX CLELAND
SECRETARY OF STATE
CORPORATIONS 656-2817-CORPORATIONS HOT-LINE 404-656-2222 (Outside Metro-Atlanta)
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GEORGIA CERTIFICATE OF MERGER
OF
NUKSUB, INC.
WITH AND INTO
CONSORT TECHNOLOGIES, INC.
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The undersigned corporation, organized and existing under and by
virtue of the Georgia Business Corporation Code (the "GBCC"), DOES HEREBY
CERTIFY:
1. NukSub, Inc. ("NukSub"), a Georgia corporation, is merging with and
into Consort Technologies, Inc. ("CTI"), a Georgia corporation (the "Merger"),
and CTI will be the surviving Georgia corporation following the Merger, using
the name "Consort Technologies, Inc".
2. The Articles of Incorporation of CTI will continue after the Merger
as the Articles of Incorporation of the surviving corporation until thereafter
duly amended in accordance with their terms and the GBCC.
3. The executed Plan of Merger pursuant to which the Merger is being
consummated is on file at the principal place of business of the surviving
corporation. The address of the principal place of business of the surviving
corporation is CTI c/o Medaphis Corporation, 2700 Cumberland Parkway, Suite
300, Atlanta, Georgia 30339.
4. A copy of the Plan of Merger will be furnished by the surviving
corporation, on request and without cost, to any shareholder of any corporation
that is a party to the Merger.
5. The Merger has been duly approved by the shareholders of CTI and by
the sole shareholder of NukSub.
6. The surviving corporation certifies that a Notice of Merger and a
publishing fee of $40.00 have been mailed or delivered to an authorized
newspaper, as required by law.
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IN WITNESS WHEREOF, CTI has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 22nd day of November, 1995.
CONSORT TECHNOLOGIES, INC.
By: /s/ Michael R. Cote
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Name: Michael R. Cote
Title: Senior Vice President--
Finance and Administration,
Chief Financial Officer and
Assistant Secretary
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