1
EXHIBIT 3.7
CERTIFICATE OF MERGER OF
ADVACARE, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. ADVACARE, INC.,a Delaware corporation ("ADVACARE"), is merging with
and into MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation ("MPSC")
(the "Merger"), and MPSC will be the surviving corporation following the Merger,
using the name "Medaphis Physician Services Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
3. The Agreement and Plan of Merger pursuant to which the Merger is
being consummated has been approved, adopted, certified, executed and
acknowledged by MPSC and ADVACARE in accordance with Section 14-2-1101 and -1103
of the Code and Section 252 of the Delaware General Corporation Laws (the
"Delaware Code"), and 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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. MPSC hereby agrees that it may be served with process in the State
of Delaware in any proceeding for enforcement of any obligation of ADVACARE, as
well as for enforcement of any obligation of MPSC arising from the Merger,
including any suit or other proceeding to enforce the right of any shareholder
of ADVACARE as and when determined in appraisal proceeding pursuant to the
provisions of Section 262 of the Delaware Code; hereby irrevocably appoints the
Secretary of State of the State of Delaware as its agent to accept service of
process in any such suit or other proceedings; and hereby specifies the
following address without the State of Delaware to which a copy of such process
shall be mailed by the Secretary of State of the State of Delaware:
MEDAPHIS PHYSICIAN SERVICES CORPORATION
2700 Cumberland Parkway, Suite 300
Atlanta, Georgia 30339
6. The effective date of the Merger is December 31, 1995.
2
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to
execute and deliver this Certificate of Merger as of the 14th day of December
1995.
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ GENE KACZMARSKI
-----------------------------
Gene P. Kaczmarski, President
[CORPORATE SEAL]
ATTEST:
By: /s/ PEGGY B. SHERMAN
-------------------------------------
Peggy B. Sherman, Assistant Secretary
3
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
ADVACARE, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The surviving corporation certifies that a Notice of Merger and a
publishing fee of forty dollars ($40.00) have been mailed or delivered to an
authorized newspaper, as required by O.C.G.A., Section 14-2-1105.1(b).
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ PEGGY B. SHERMAN
-------------------------------------
Peggy B. Sherman, Assistant Secretary
4
SECRETARY OF STATE
BUSINESS INFORMATION AND SERVICES
SUITE 315, WEST TOWER DOCKET NUMBER : 953620720
2 MARTIN LUTHER KING JR. DR. CONTROL NUMBER : 9000830
ATLANTA, GEORGIA 30334-1530 EFFECTIVE DATE : 12/31/1995
REFERENCE : 0069
PRINT DATE : 12/28/1995
FORM NUMBER : 411
PRENTICE HALL LEGAL & FINANCIAL SERVICES
ELLEN MELNICK
66 LUCKIE STREET
ATLANTA, GEORGIA 30303
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity:
MEDICAL MANAGEMENT OF NEW ENGLAND, INC., a Massachusetts corporation
/s/ Max Cleland
------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL]
CORPORATIONS 656-2817-CORPORATIONS HOT-LINE 404-656-2222 (Outside Metro-Atlanta)
5
CERTIFICATE OF MERGER OF
MEDICAL MANAGEMENT OF NEW ENGLAND, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. MEDICAL MANAGEMENT OF NEW ENGLAND, INC., a Massachusetts corporation
("MMNE"), is merging with and into Medaphis Physician Services Corporation, a
Georgia corporation (MPSC") (the "Merger"), and MPSC will be the surviving
corporation following the Merger, using the name "Medaphis Physician Services
Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
3. The executed Agreement and 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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Agreement and Plan of Merger did not require approval by the
shareholders of MPSC or MMNE pursuant to Section 14-2-1104 of the Code and
Section 82 of the Massachusetts Business Corporation Laws.
6. The effective date of the Merger is December 31, 1995.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 21st day of December 1995.
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By:/s/ Gene Kaczmarski
------------------------------------
Gene P. Kaczmarski, President
6
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
MEDICAL MANAGEMENT OF NEW ENGLAND, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The surviving corporation certifies that a Notice of Merger and a
publishing fee of forty dollars ($40.00) have been mailed or delivered to an
authorized newspaper, as required by O.C.G.A., Section 14-2-1105.1(b).
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Peggy Sherman
-------------------------------------
Peggy B. Sherman, Assistant Secretary
7
SECRETARY OF STATE
BUSINESS INFORMATION AND SERVICES
SUITE 315, WEST TOWER
2 MARTIN LUTHER KING JR. DR.
ATLANTA, GEORGIA 30334-1530 DOCKET NUMBER : 953620709
CONTROL NUMBER: 9000830
EFFECTIVE DATE: 12/31/1995
REFERENCE : 0069
PRINT DATE : 12/28/1995
FORM NUMBER : 411
PRENTICE HALL LEGAL & FINANCIAL SERVICES
ELLEN MELNICK
66 LUCKIE STREET
ATLANTA, GEORGIA 30303
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity:
MEDICAL OFFICE CONSULTANTS, INC., a California corporation
/s/ Max Cleland
-------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL]
CORPORATIONS 656-2817 CORPORATIONS HOT-LINE 404-656-2222 (Outside Metro-Atlanta)
8
CERTIFICATE OF MERGER OF
MEDICAL OFFICE CONSULTANTS INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Medical Office Consultants, Inc., a California corporation
("MOC"), is merging with and into Medaphis Physician Services Corporation, a
Georgia corporation (MPSC") (the "Merger"), and MPSC will be the surviving
corporation following the Merger, using the name "Medaphis Physician Services
Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
3. The executed Agreement and 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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Agreement and Plan of Merger did not require approval by the
shareholders of MPSC or MOC pursuant to Section 14-2-1104 of the Code.
6. The effective date of the Merger is December 31, 1995.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 21st day of December 1995.
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By:/s/ Gene Kaczmarski
------------------------------------
Gene P. Kaczmarski, President
9
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
MEDICAL OFFICE CONSULTANTS, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The surviving corporation certifies that a Notice of Merger and a
publishing fee of forty dollars ($40.00) have been mailed or delivered to an
authorized newspaper, as required by O.C.G.A., Section 14-2-1105(b).
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Peggy Sherman
-------------------------------------
Peggy B. Sherman, Assistant Secretary
10
SECRETARY OF STATE
BUSINESS INFORMATION AND SERVICES
SUITE 315, WEST TOWER
MARTIN LUTHER KING JR. DR.
ATLANTA, GEORGIA 30334-1530
DOCKET NUMBER : 953620696
CONTROL NUMBER: 9000830
EFFECTIVE DATE: 12/31/1995
REFERENCE : 0069
PRINT DATE : 12/28/1995
FORM NUMBER : 411
PRENTICE HALL LEGAL & FINANCIAL SERVICES
ELLEN MELNICK
66 LUCKIE STREET
ATLANTA, GEORGIA 30303
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity:
BILLING AND PROFESSIONAL SERVICES, INC., a Georgia corporation
[SEAL] /s/ Max Cleland
------------------
MAX CLELAND
SECRETARY OF STATE
11
CERTIFICATE OF MERGER OF
BILLING AND PROFESSIONAL SERVICES, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Billing and Professional Services, Inc., a Georgia corporation
("BPS"), is merging with and into Medaphis Physician Services Corporation, a
Georgia corporation ("MPSC") (the "Merger"), and MPSC will be the surviving
corporation following the Merger, using the name "Medaphis Physician Services
Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
3. The executed Agreement and 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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Agreement and Plan of Merger did not require approval by the
shareholders of MPSC or BPS pursuant to Section 14-2-1104 of the Code.
6. The effective date of the Merger is December 31, 1995.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 21st day of December 1995.
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Gene P. Kaczmarski
-----------------------------------
Gene P. Kaczmarski, President
12
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
BILLING AND PROFESSIONAL SERVICES, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The surviving corporation certifies that a Notice of Merger and a
publishing fee of forty dollars ($40.00) have been mailed or delivered to an
authorized newspaper, as required by O.C.G.A., Section 14-2-1105.1(b).
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Peggy B. Sherman
-------------------------------------
Peggy B. Sherman, Assistant Secretary
13
Secretary of State DOCKET NUMBER : 953620709
Business Information and Services CONTROL NUMBER: 9000830
Suite 315, West Tower EFFECTIVE DATE: 12/31/1995
2 Martin Luther King Jr. Dr. REFERENCE : 0069
Atlanta, Georgia 30334-1530 PRINT DATE : 12/28/1995
FORM NUMBER : 411
PRENTICE HALL LEGAL & FINANCIAL SERVICES
ELLEN MELNICK
66 LUCKIE STREET
ATLANTA, GEORGIA 30303
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity:
MEDICAL OFFICE CONSULTANTS, INC., a California corporation
/s/ Max Cleland
----------------------------------
[SEAL] MAX CLELAND
SECRETARY OF STATE
14
CERTIFICATE OF MERGER OF
MEDICAL OFFICE CONSULTANTS, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Medical Office Consultants, Inc., a California corporation ("MOC"), is
merging with and into Medaphis Physician Services Corporation, a Georgia
corporation ("MPSC") (the "Merger"), and MPSC will be the surviving corporation
following the Merger, using the name "Medaphis Physician Services Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
3. The executed Agreement and 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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Agreement and Plan of Merger did not require approval by the
shareholders of MPSC or MOC pursuant to Section 14-2-1104 of the Code.
6. The effective date of the Merger is December 31, 1995.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 21st day of December 1995.
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Gene P. Kaczmarski
--------------------------------------
Gene P. Kaczmarski, President
15
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
MEDICAL OFFICE CONSULTANTS, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The surviving corporation certifies that a Notice of Merger and a
publishing fee of forty dollars ($40.00) have been mailed or delivered to an
authorized newspaper, as required by O.C.G.A., Section 14-2-1105.1(b).
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Peggy B. Sherman
-------------------------------------
Peggy B. Sherman, Assistant Secretary
16
Secretary of State DOCKET NUMBER : 953620720
Business Information and Services CONTROL NUMBER : 9000830
Suite 315, West Tower EFFECTIVE DATE : 12/31/1995
2 Martin Luther King, Jr. Dr. REFERENCE : 0069
Atlanta, Georgia 30334-1530 PRINT DATE : 12/28/1995
FORM NUMBER : 411
PRENTICE HALL LEGAL & FINANCIAL SERVICES
ELLEN MELNICK
66 LUCKIE STREET
ATLANTA, GEORGIA 30303
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity:
MEDICAL MANAGEMENT OF NEW ENGLAND, INC., a Massachusetts corporation
/s/ Max Cleland
[SEAL] --------------------------
MAX CLELAND
SECRETARY OF STATE
17
CERTIFICATE OF MERGER OF
MEDICAL MANAGEMENT OF NEW ENGLAND, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. MEDICAL MANAGEMENT OF NEW ENGLAND, INC., a Massachusetts corporation
("MMNE"), is merging with and into Medaphis Physician Services Corporation, a
Georgia corporation ("MPSC")(the "Merger"), and MPSC will be the surviving
corporation following the Merger, using the name "Medaphis Physician Services
Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
3. The executed Agreement and 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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Agreement and Plan of Merger did not require approval by the
shareholders of MPSC or MMNE pursuant to Section 14-2-1104 of the Code and
Section 82 of the Massachusetts Business Corporation Laws.
6. The effective date of the Merger is December 31, 1995.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 21st day of December 1995.
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Gene P. Kaczmarski
-----------------------------------
Gene P. Kaczmarski, President
18
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
MEDICAL MANAGEMENT OF NEW ENGLAND, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The surviving corporation certifies that a Notice of Merger and a
publishing fee of forty dollars ($40.00) have been mailed or delivered to an
authorized newspaper, as required by O.C.G.A., Section 14-2-1105.1(b).
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Peggy B. Sherman
-------------------------------------
Peggy B. Sherman, Assistant Secretary
19
Secretary of State DOCKET NUMBER : 953620754
Business Information and Services CONTROL NUMBER : 9000830
Suite 315, West Tower EFFECTIVE DATE : 12/31/1995
Martin Luther King Jr. Dr. REFERENCE : 0069
Atlanta, Georgia 30334-1530 PRINT DATE : 12/28/1995
FORM NUMBER : 411
PRENTICE HALL LEGAL & FINANCIAL SERVICES
ELLEN MELNICK
66 LUCKIE STREET
ATLANTA, GEORGIA 30303
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity:
ADVACARE, INC., a Delaware corporation
/s/ Max Cleland
-------------------------------
MAX CLELAND
[SEAL] SECRETARY OF STATE
20
CERTIFICATE OF MERGER OF
ADVACARE, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. ADVACARE, INC., a Delaware corporation ("ADVACARE"), is merging with
and into MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
("MPSC") (the "Merger"), and MPSC will be the surviving corporation following
the Merger, using the name "Medaphis Physician Services Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
3. The Agreement and Plan of Merger pursuant to which the Merger is being
consummated has been approved, adopted, certified, executed and acknowledged by
MPSC and ADVACARE in accordance with Sections 14-2-1101 and -1103 of the Code
and Section 252 of the Delaware General Corporation Laws (the "Delaware Code"),
and 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
Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. MPSC hereby agrees that it may be served with process in the State of
Delaware in any proceeding for enforcement of any obligation of ADVACARE, as
well as for enforcement of any obligation of MPSC arising from the Merger,
including any suit or other proceeding to enforce the right of any shareholder
of ADVACARE as and when determined in appraisal proceeding pursuant to the
provisions of Section 262 of the Delaware Code; hereby irrevocably appoints the
Secretary of State of the State of Delaware as its agent to accept service of
process in any such suit or other proceedings; and hereby specifies the
following address without the State of Delaware to which a copy of such process
shall be mailed by the Secretary of State of the State of Delaware:
MEDAPHIS PHYSICIAN SERVICES CORPORATION
2700 Cumberland Parkway, Suite 300
Atlanta, Georgia 30339
6. The effective date of the Merger is December 31, 1995.
21
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 14th day of December 1995.
MEDAPHIS PHYSICIAN SERVICES
CORPORATION
By: /s/ Gene P. Kaczmarski
---------------------------------
Gene P. Kaczmarski, President
[CORPORATE SEAL]
ATTEST:
By: /s/ Peggy B. Sherman
-------------------------------------
Peggy B. Sherman, Assistant Secretary
22
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
ADVACARE, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The surviving corporation certifies that a Notice of Merger and a
publishing fee of forty dollars ($40.00) have been mailed or delivered to an
authorized newspaper, as required by O.C.G.A., Section 14-2-1105.1(b).
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Peggy B. Sherman
-------------------------------------
Peggy B. Sherman, Assistant Secretary
23
Secretary of State
Corporations Division DOCKET NUMBER : 951640622
Suite 315, West Tower CONTROL NUMBER: 9000830
2 Martin Luther King, Jr. Dr. EFFECTIVE DATE: 06/13/1995
Atlanta, Georgia 30334-1530 REFERENCE : 0069
PRINT DATE : 06/13/1995
FORM NUMBER : 411
PARANET CORPORATION SERVICES, INC.
KATHY SLAYMAN
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity:
MEDICAL MANAGEMENT, INC., an Alabama corporation
[SEAL]
/s/ Max Cleland
------------------------
MAX CLELAND
SECRETARY OF STATE
CORPORATIONS 656-2817-CORPORATIONS HOT-LINE 404-656-2222 (Outside Metro-Atlanta)
24
CERTIFICATE OF MERGER
OF
MEDICAL MANAGEMENT, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Medical Management, Inc., an Alabama corporation ("MMI"), is merging
with and into Medaphis Physician Services Corporation, a Georgia corporation
("MPSC") (the "Merger"), and MPSC will be the surviving Georgia corporation
following the Merger, using the name "Medaphis Physician Services Corporation."
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation until thereafter
duly amended in accordance with their terms and Code.
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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Merger has been duly approved by the written consent of the sole
shareholder of MMI and by the written consent of the sole shareholder of MPSC.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 9th day of June, 1995.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Michael R. Cote
------------------------------
Michael R. Cote
Senior Vice President-
Finance and Administration
and Chief Financial Officer
25
MEDAPHIS PHYSICIAN SERVICES CORPORATION
CERTIFICATE OF VERIFICATION OF
REQUEST FOR PUBLICATION
Pursuant to Section 14-2-1105.1(a) of the Georgia Business Corporation
Code, Medaphis Physician Services Corporation, a Georgia corporation, hereby
verifies that a request for publication of a notice of merger to merge Medical
Management, Inc. with and into Medaphis Physician Services Corporation and
payment therefor have been made, as required by Section 14-2-1105.1(b) of the
Georgia Business Corporation Code.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 9th
day of June, 1995.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Pamela S. Topper
-------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
26
Secretary of State DOCKET NUMBER : 951180711
Corporations Division CONTROL NUMBER: 9000830
Suite 315, West Tower EFFECTIVE DATE: 04/28/1995
2 Martin Luther King, Jr. Dr. REFERENCE : 0091
Atlanta, Georgia 30334-1530 PRINT DATE : 04/28/1995
FORM NUMBER : 411
MEDAPHIS CORPORATION
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GA 30339
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, A GEORGIA CORPORATION
Nonsurviving Entity/Entities:
MEDICAL BILLING SERVICE, INC., A MICHIGAN CORPORATION
[SEAL] /s/ MAX CLELAND
----------------------------
MAX CLELAND
SECRETARY OF STATE
CORPORATIONS 656-2817-CORPORATIONS HOT-LINE 404-656-2222 (Outside Metro-Atlanta)
27
CERTIFICATE OF MERGER
OF
MEDICAL BILLING SERVICE, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue
of the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Medical Billing Service, Inc., a Michigan corporation ("MBS"), is
merging with and into Medaphis Physician Services Corporation, a Georgia
corporation ("MPSC") (the "Merger"), and MPSC will be the surviving Georgia
corporation following the Merger, using the name "Medaphis Physician Services
Corporation."
2. The Articles of Incorporation of MPSC (the "Articles") will
continue after the Merger as the Articles of the surviving corporation until
thereafter duly amended in accordance with their terms and Code.
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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Merger has been duly approved by unanimous written consent of
the stockholders of MBS and by the written consent of the sole shareholder of
MPSC.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to
execute and deliver this Certificate of Merger as of the 28th day of April,
1995.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Michael R. Cote
-----------------------------
Michael R. Cote
Senior Vice President-Finance
and Administration and Chief
Financial Officer
28
MEDAPHIS PHYSICIAN SERVICES CORPORATION
CERTIFICATE OF VERIFICATION OF
REQUEST FOR PUBLICATION
Pursuant to Section 14-2-1105.1(a) of the Georgia Business Corporation
Code, Medaphis Physician Services Corporation, a Georgia corporation, hereby
verifies that a request for publication of a notice of merger to merge Medical
Billing Service, Inc. with and into Medaphis Physician Services Corporation and
payment therefor have been made, as required by Section 14-2-1105.1(b) of the
Georgia Business Corporation Code.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
28th day of April, 1995.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Pamela S. Topper
--------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
29
Secretary of State DOCKET NUMBER : 943630012
Business Services and Regulation CONTROL NUMBER: 9000830
Suite 315, West Tower EFFECTIVE DATE: 12/31/1994
2 Martin Luther King, Jr. Dr. REFERENCE : 0069
Atlanta, Georgia 30334-1530 PRINT DATE : 12/28/1994
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, INC., a Georgia corporation
Non Surviving Entity:
JOHN REX, INC., a California corporation
/s/ Max Cleland
------------------------------
MAX CLELAND
[SEAL] SECRETARY OF STATE
/s/ Verley J. Spivey
------------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOTLINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
30
CERTIFICATE OF MERGER OF
JOHN REX, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION, INC.
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. John Rex, Inc., a California corporation ("JRI"), is merging with and
into Medaphis Physician Services Corporation, a Georgia corporation ("MPSC")
(the "Merger"), and MPSC will be the surviving corporation following the
Merger, using the name "Medaphis Physician Services Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
3. The executed Agreement and 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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Agreement and Plan of Merger did not require approval by the
shareholders of MPSC or JRI pursuant to Section 14-2-1104 of the Code.
6. The effective date of the Merger is December 31, 1994.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the day of December .
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/
-----------------------------------
Title: /s/
--------------------------------
31
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
JOHN REX, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
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 O.C.G.A., Section: 14-2-1105.1(b).
Medaphis Physician Services Corporation
By: /s/ Pamela S. Topper
-----------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
32
Secretary of State CONTROL NUMBER : 9000830
Business Services And Regulation EFFECTIVE DATE : 09/30/1994
Suite 315, West Tower REFERENCE : 0045
2 Martin Luther King, Jr., Dr. PRINT DATE : 10/05/1994
Atlanta, Georgia 30334-1530 FORM NUMBER : 411
NANCY SLAUGHTER
MEDAPHIS CORPORATION
2700 CUMBERLAND PKWY., STE. 300
ATLANTA, GA 30339
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue
this certificate pursuant to Georgia Law 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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Nonsurviving Entity/Entities:
MARMAC MANAGEMENT, INC., an Arizona corporation
/s/ Max Cleland
---------------------------
MAX CLELAND
SECRETARY OF STATE
/s/ Verley J. Spivey
---------------------------
[SEAL] VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOTLINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
33
CERTIFICATE OF MERGER
OF
MARMAC MANAGEMENT, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Marmac Management, Inc. an Arizona corporation ("Marmac"), is merging
with and into Medaphis Physician Services Corporation, a Georgia corporation
("MPSC") (the "Merger"), and MPSC will be the surviving Georgia corporation
following the Merger, using the name "Medaphis Physician Services Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation until thereafter
duly amended in accordance with their terms and the Code.
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 Medaphis Physician Services Corporation, 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 stockholder of any corporation
that is a party to the Merger.
5. The Merger has been duly approved by unanimous written consent of the
stockholders of Marmac and by the written consent of the sole shareholder of
MPSC.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 30th day of September, 1994.
MEDAPHIS PHYSICIAN SERVICES
CORPORATION
By:/s/ Randolph G. Brown
-------------------------
Randolph G. Brown
Chairman
34
MEDAPHIS PHYSICIAN SERVICES CORPORATION
CERTIFICATE OF VERIFICATION OF
REQUEST FOR PUBLICATION
Pursuant to Section 14-2-1105.1(a) of the Georgia Business Corporation
Code, Medaphis Physician Services Corporation, a Georgia corporation, hereby
verifies that a request for publication of a notice of merger to merge Marmac
Management, Inc. with and into Medaphis Physician Services Corporation and
payment thereof have been made, as required by Section 14-2-1105.1(b) of the
Georgia Business Corporation Code.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
30th day of September, 1994.
Medaphis Physician Services Corporation
By:/s/ Pamela S. Topper
--------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
35
Secretary of State DOCKET NUMBER : 942290234
Business Services and Regulation CONTROL NUMBER: 9000830
Suite 315, West Tower EFFECTIVE DATE: 08/17/1994
2 Martin Luther King Jr. Dr. REFERENCE : 0091
Atlanta, Georgia 30334-1530 PRINT DATE : 08/17/1994
FORM NUMBER : 411
MEDAPHIS CORPORATION
MICHELE A. SCOLLARD
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Nonsurviving Entity/Entities:
CONSOLIDATED MEDICAL SERVICES, INC., a Florida corporation
/s/ Max Cleland
-----------------------------
[SEAL] MAX CLELAND
SECRETARY OF STATE
/s/ Verley J. Spivey
-----------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
556-2894 656-3079 656-2817 404-656-2222
Outside Metro-Atlanta
36
ARTICLES OF MERGER OF
CONSOLIDATED MEDICAL SERVICES, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
1. Medaphis Physician Services Corporation, a Georgia corporation ("MPSC"),
owns one hundred percent (100%) of the outstanding stock of Consolidated
Medical Services, Inc., a Florida corporation ("CMS").
2. The Agreement and Plan of Merger attached hereto as Exhibit "A" and
incorporated by reference herein was duly approved by the Board of Directors of
MPSC.
3. Pursuant to Section 14-2-1104(a) of the Georgia Business Corporation Code,
the Agreement and Plan of Merger does not require approval by the shareholders
of CMS or MPSC.
4. The name of the surviving corporation is Medaphis Physician Services
Corporation, a Georgia corporation.
MEDAPHIS PHYSICIAN SERVICES
CORPORATION
By: /s/ Randolph G. Brown
-------------------------------
[CORPORATE SEAL]
Title: Chairman
----------------------------
ATTEST:
By: /s/ Pamela Topper
-------------------------------
Title: Secretary
----------------------------
CONSOLIDATED MEDICAL SERVICES, INC.
By: /s/ Randolph G. Brown
-------------------------------
[CORPORATE SEAL]
Title: Chairman
----------------------------
ATTEST:
By: /s/ Pamela Topper
-------------------------------
Title: Secretary
----------------------------
37
EXHIBIT A
AGREEMENT AND PLAN OF MERGER OF
CONSOLIDATED MEDICAL SERVICES, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 17th day of August, 1994 by and between Consolidated Medical Services,
Inc., a Florida corporation ("CMS"), and Medaphis Physician Services
Corporation, a Georgia corporation ("MPSC") and the sole shareholder of CMS
(CMS and MPSC being hereinafter sometimes collectively referred to as the
"Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date, CMS shall be merged with and into MPSC, and
MPSC (the "Surviving Corporation") shall continue in existence and the merger
shall in all respects have the effect provided for in Section 14-2-1106 of the
Georgia Business Corporation Code and Section 607.1106 of the Florida Business
Corporation Act.
1.2 Without limiting the foregoing, on and after the Effective Date, the
separate existence of CMS shall cease, and, in accordance with the terms of this
Agreement, the title to all real estate and other property owned by each of the
Constituent Corporations shall be vested in the Surviving Corporation without
reversion or impairment; the Surviving Corporation shall have all liabilities of
each of the Constituent Corporations; and any proceeding pending against any
Constituent Corporation may be continued as if the merger did not occur or the
Surviving Corporation may be substituted in its place.
1.3 Since MPSC is the sole shareholder of CMS, there are no dissenting
shareholders.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of CMS Common Stock issued and
outstanding immediately prior to the Effective Date or held in the treasury of
CMS shall, by virtue of the merger and without any action on the part of the
holder thereof, thereupon be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding certificate
or certificates which immediately prior thereto represented shares of CMS Common
Stock will, upon surrender of such certificate or certificates, be entitled to
be paid in cash the sum of $1.00 per share.
38
Section 3
Directors and Officers
The persons who are directors of MPSC immediately prior to the Effective
Date shall continue as the directors of the Surviving Corporation and shall
continue to hold office as provided in the bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Incorporation of
MPSC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.
4.2 From and after the Effective Date, the bylaws of MPSC, in effect at
such date, shall be the bylaws of the Surviving Corporation and shall continue
in effect until the same shall be altered, amended or repealed as therein
provided or as provided by law.
Section 5
Board Approval, Shareholder Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of MPSC as
provided by the Georgia Business Corporation Code and the Florida Business
Corporation Act. The merger shall become effective upon the date of filing of
the Articles of Merger with the Department of State of the State of Florida and
with the Secretary of State of the State of Georgia (said date is herein
referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which when
so executed shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia with respect to the filing of this
2
39
Agreement with the Georgia Secretary of State and with the laws of the State of
Florida with respect to the filing of this Agreement with the Florida Department
of State.
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and the
foregoing attested, all by their respective duly authorized officers, as of the
date hereinabove first written.
Consolidated Medical Services, Inc.
By: /s/ Randolph G. Brown
-------------------------------
Title: Chairman
----------------------------
[CORPORATE SEAL]
ATTEST:
By: /s/ Pamela Topper
----------------------------
Title: Secretary
--------------------------
Medaphis Physician Services Corporation
By: /s/ Randolph G. Brown
-------------------------------
Title: Chairman
----------------------------
[CORPORATE SEAL]
ATTEST:
By: /s/ Pamela Topper
-----------------------------
Title: Secretary
--------------------------
3
40
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
CONSOLIDATED MEDICAL SERVICES, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
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 O.C.G.A., Section 14-2-1105.1(b).
Medaphis Physician Services Corporation
By: /s/ Pamela S. Topper
---------------------------------------------
Pamela S. Topper
Vice President, General Counsel and Secretary
41
SECRETARY OF STATE
BUSINESS SERVICES AND REGULATION
SUITE 315, WEST TOWER
2 MARTIN LUTHER KING, JR. DR.
ATLANTA, GEORGIA 30334-1530
DOCKET NUMBER : 942150249
CONTROL NUMBER : 9000830
EFFECTIVE DATE : 08/02/1994
REFERENCE : 0045
PRINT DATE : 08/04/1994
FORM NUMBER : 411
NANCY L. SLAUGHTER
MEDAPHIS CORPORATION
2700 CUMBERLAND PKWY., STE. 300
ATLANTA, GEORGIA 30339
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue
this certificate pursuant to Georgia Law 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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Nonsurviving Entity/Entities:
OMNI MEDICAL SYSTEMS, INC., a Louisiana corporation
/s/ Max Cleland
-------------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL] /s/ Verley J. Spivey
-------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro-Atlanta
42
CERTIFICATE OF MERGER
OF
OMNI MEDICAL SYSTEMS, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. OMNI Medical Systems, Inc., a Louisiana corporation ("OMNI"), is
merging with and into Medaphis Physician Services Corporation, a Georgia
corporation ("MPSC") (the "Merger"), and MPSC will be the surviving corporation
following the Merger, using the name "Medaphis Physician Services Corporation".
2. The Articles of Incorporation of MPSC (the "Articles") will continue
after the Merger as the Articles of the surviving corporation.
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 Medaphis Physician Services 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 stockholder of any corporation
that is a party to the Merger.
5. The Merger has been duly approved by unanimous written consent of the
stockholders of OMNI and by the written consent of the sole shareholder of MPSC.
IN WITNESS WHEREOF, MPSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 31st day of July, 1994.
MEDAPHIS PHYSICIAN SERVICES
CORPORATION
By: /s/ Randolph G. Brown
---------------------------
[Name]
[Title] Chairman
43
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
OMNI MEDICAL SYSTEMS, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
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 O.C.C.A., Section 14-2-1105.1(b).
Medaphis Physician Services Corporation
By: /s/ Pamela S. Topper
------------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
44
SECRETARY OF STATE
BUSINESS SERVICES AND REGULATION
SUITE 315, WEST TOWER
2 MARTIN LUTHER KING, JR. DR.
ATLANTA, GEORGIA 30334-1530 DOCKET NUMBER : 941920616
CONTROL NUMBER: 9000830
EFFECTIVE DATE: 07/11/1994
REFERENCE : 0069
PRINT DATE : 07/11/1994
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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity:
MEDICAL MANAGEMENT RESOURCES, INC., a Delaware corporation
/s/ Max Cleland
-------------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL] /S/ Verley J. Spivey
-------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 (404) 656-2222
Outside Metro Atlanta
45
CERTIFICATE OF MERGER
OF
MEDICAL MANAGEMENT RESOURCES, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
---------------------------------------
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Medical Management Resources, Inc., a Delaware corporation, is
merging with and into Medaphis Physician Services Corporation Inc., a Georgia
corporation (the "Merger"), and Medaphis Physician Services Corporation will be
the surviving Georgia corporation following the Merger, using the name
"Medaphis Physician Services Corporation."
2. The Articles of Incorporation of Medaphis Physician Services
Corporation (the "Articles"), 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 Code.
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 Medaphis Physician Services Corporation 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 stockholder of any corporation
that is a party to the Merger.
5. The Merger has been duly approved by unanimous written consent of the
shareholders of Medical Management Resources, Inc., and by the written consent
of the sole shareholder of Medaphis Physician Services Corporation.
46
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.
IN WITNESS WHEREOF, Medaphis Physician Services Corporation has caused its
duly authorized officer to execute and deliver this Certificate of Merger as of
the 11th day of July, 1994.
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Michael R. Cote
-----------------------------------
Michael R. Cote
Senior Vice President and
Assistant Secretary
-2-
47
SECRETARY OF STATE
BUSINESS SERVICES AND REGULATION
SUITE 315, WEST TOWER
2 MARTIN LUTHER KING, JR. DR.
ATLANTA, GEORGIA 30334-1530 DOCKET NUMBER : 940060107
CONTROL NUMBER: 9000830
EFFECTIVE DATE: 12/31/1993
REFERENCE : 0045
PRINT DATE : 01/07/1994
FORM NUMBER : 411
C T CORPORATION SYSTEM
JENNIFER F. AULTMAN
1201 PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30361
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue this
certificate pursuant to Georgia Law 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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Nonsurviving Entity/Entities:
COMPMED, INC., a Georgia corporation
/s/ Max Cleland
-------------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL] /S/ Verley J. Spivey
-------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
CORPORATIONS HOT-LINE
SECURITIES CEMETERIES CORPORATIONS (404) 656-2222
656-2894 656-3079 656-2817 Outside Metro Atlanta
48
ARTICLES OF MERGER OF
MEDAPHIS PHYSICIAN SERVICES CORPORATION
AND
COMPMED, INC.
1. CompMed, Inc., a Georgia corporation ("CompMed"), will merge with and into
Medaphis Physician Services Corporation, a Georgia corporation ("MPSC")
(the "Merger") and MPSC will be the surviving corporation, pursuant to the
Agreement and Plan of Merger attached hereto as Exhibit "A" and
incorporated by reference herein.
2. The Merger was duly approved by the shareholders of CompMed and MPSC.
3. The effective date of the merger is December 31, 1993.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Pamela S. Topper
[CORPORATE SEAL] -----------------------------
Title: Vice President
ATTEST: --------------------------
By: /s/ Peggy Sherman
-----------------------------
Title: Assistant Secretary
--------------------------
COMPMED, INC.
By: /s/ Pamela S. Topper
[CORPORATE SEAL] -----------------------------
Title: Vice President
ATTEST: --------------------------
By: /s/ Peggy Sherman
-----------------------------
Title: Assistant Secretary
--------------------------
49
AGREEMENT AND PLAN OF MERGER OF
COMPMED, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 30th day of December, 1993 by and between CompMed, Inc., a Georgia
corporation ("CompMed"), and Medaphis Physician Services Corporation, a Georgia
corporation ("MPSC") (CompMed and MPSC being hereinafter sometimes collectively
referred to as the "Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date, CompMed shall be merged with and into MPSC, and
MPSC (the "Surviving Corporation") shall continue in existence and the merger
shall in all respects have the effect provided for in Section 14-2-1106 of the
Georgia Business Corporation Code.
1.2 Without limiting the foregoing, on and after the Effective Date, the
separate existence of CompMed shall cease, and, in accordance with the terms of
this Agreement, the title to all real estate and other property owned by each
of the Constituent Corporations shall be vested in the Surviving Corporation
without reversion or impairment; the Surviving Corporation shall have all
liabilities of each of the Constituent Corporations; and any proceeding pending
against any Constituent Corporation may be continued as if the merger did not
occur or the Surviving Corporation may be substituted in its place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of CompMed Common Stock issued and
outstanding immediately prior to the Effective Date or held in the treasury of
CompMed shall, by virtue of the merger and without any action on the part of the
holder thereof, thereupon be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding certificate or
certificates which immediately prior thereto represented shares of CompMed
Common Stock will, upon surrender of such certificate or certificates, be
entitled to be paid in cash the sum of $1.00 per share.
1
50
Section 3
Directors and Officers
The persons who are directors of MPSC immediately prior to the Effective
Date shall continue as the directors of the Surviving Corporation and shall
continue to hold office as provided in the bylaws of the Surviving Corporation.
The following persons are hereby elected as officers of the Corporation as
of the Effective Date to serve pursuant to the Bylaws of the Corporation until
their respective successors are duly elected and qualified, and any and all
previous officers are hereby removed:
Name Office
- ---- ------
Martin L. Brill Chairman
Gene P. Kaczmarski President
Timothy J. Kilgallon Executive Vice President and
Chief Operations Officer
Lonnie W. Johnson Executive Vice President - Operations
Mark S. Martin Executive Vice President - Financial
Services
Douglas W. Esbach Executive Vice President - Sales
Michael R. Cote Senior Vice President and
Assistant Secretary
G. Edward Alexander, Jr. Vice President and Treasurer
Pamela S. Topper Vice President, General Counsel and
Secretary
Peggy B. Sherman Associate General Counsel and
Assistant Secretary
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Incorporation of
MPSC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.
2
51
4.2 From and after the Effective Date, the bylaws of MPSC, in effect
at such date, shall be the bylaws of the Surviving Corporation and shall
continue in effect until the same shall be altered, amended or repealed as
therein provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of MPSC as
provided by the Georgia Business Corporation Code. The merger shall become
effective on December 31, 1993 (said date is herein referred to as the
"Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original and all of which together
shall constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia.
3
52
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and
the foregoing attested, all by their respective duly authorized officers, as of
the date hereinabove first written.
Medaphis Physician
Services Corporation
By: /s/ Pamela S. Topper
[CORPORATE SEAL] --------------------------
Title: Vice President
ATTEST: ------------------------
By: /s/ Peggy Sherman
--------------------
Title: Assistant Secretary
------------------
CompMed, Inc.
By: /s/ Pamela S. Topper
[CORPORATE SEAL] --------------------------
Title: Vice President
ATTEST: ------------------------
By: /s/ Peggy Sherman
--------------------
Title: Assistant Secretary
------------------
4
53
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
COMPMED, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
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 O.C.G.A., Section 14-2-1105.1(b).
MEDAPHIS PHYSICIAN SERVICES CORPORATION
By: /s/ Pamela S. Topper
------------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
54
SECRETARY OF STATE
BUSINESS SERVICES AND REGULATION
SUITE 315, WEST TOWER
2 MARTIN LUTHER KING JR. DR.
ATLANTA, GEORGIA 30334-1530 DOCKET NUMBER : 940040286
CONTROL NUMBER: 9000830
EFFECTIVE DATE: 12/31/1993
REFERENCE : 0045
PRINT DATE : 01/05/1994
FORM NUMBER : 411
C T CORPORATION SYSTEM
JENNIFER F. AULTMAN
1201 PEACHTREE ST., N.E.
ATLANTA, GEORGIA 30361
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue this
certificate pursuant to Georgia Law 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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non-Surviving Entity/Entities:
MEDAPHIS MEDICAL ASSOCIATES, INC., a Georgia corporation
/s/ Max Cleland
-------------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL] /s/ Verley J. Spivey
-------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
CORPORATIONS HOTLINE
SECURITIES CEMETERIES CORPORATIONS (404) 656-2222
656-2894 656-3079 656-2817 Outside Metro Atlanta
55
ARTICLES OF MERGER OF
MEDAPHIS PHYSICIAN SERVICES CORPORATION
AND
MEDAPHIS MEDICAL ASSOCIATES, INC.
1. Medaphis Physician Services Corporation, a Georgia corporation ("MPSC"),
owns one hundred percent (100%) of the outstanding stock of Medaphis
Medical Associates, Inc., a Georgia corporation ("MMA").
2. The Agreement and Plan of Merger attached hereto as Exhibit "A" and
incorporated by reference herein was duly approved by the Board of
Directors of MPSC.
3. The Agreement and Plan of Merger did not require approval by the
shareholders of MMA or MPSC.
4. The effective date of the merger is December 31, 1993.
5. The name of the surviving corporation is Medaphis Physician Services
Corporation, a Georgia corporation.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
MEDAPHIS MEDICAL
ASSOCIATES, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
56
AGREEMENT AND PLAN OF MERGER OF
MEDAPHIS MEDICAL ASSOCIATES, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 22nd day of December, 1993 by and between Medaphis Medical
Associates, Inc., a Georgia corporation ("MMA"), and Medaphis Physician
Services Corporation, a Georgia corporation ("MPSC") and the sole shareholder
of MMA (MMA and MPSC being hereinafter sometimes collectively referred to as
the "Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date, MMA shall be merged with and into MPSC, and
MPSC (the "Surviving Corporation") shall continue in existence and the merger
shall in all respects have the effect provided for in Section 14-2-1106 of the
Georgia Business Corporation Code.
1.2 Without limiting the foregoing, on and after the Effective Date, the
separate existence of MMA shall cease, and, in accordance with the terms of
this Agreement, the title to all real estate and other property owned by each
of the Constituent Corporations shall be vested in the Surviving Corporation
without reversion or impairment; the Surviving Corporation shall have all
liabilities of each of the Constituent Corporations; and any proceeding pending
against any Constituent Corporation may be continued as if the merger did not
occur or the Surviving Corporation may be substituted in its place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of MMA Common Stock issued and
outstanding immediately prior to the Effective Date or held in the treasury of
MMA shall, by virtue of the merger and without any action on the part of the
holder thereof, thereupon be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding certificate or
certificates which immediately prior thereto represented shares of MMA
Common Stock will, upon surrender of such certificate or certificates, be
entitled to be paid in cash the sum of $1.00 per share.
1
57
Section 3
Directors and Officers
The persons who are directors and officers of MPSC immediately prior to the
Effective Date shall continue as the directors and officers of the Surviving
Corporation and shall continue to hold office as provided in the bylaws of the
Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Incorporation of
MPSC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.
4.2 From and after the Effective Date, the bylaws of MPSC, in effect at
such date, shall be the bylaws of the Surviving Corporation and shall continue
in effect until the same shall be altered, amended or repealed as therein
provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of MPSC as
provided by Section 14-2-1104 of the Georgia Business Corporation Code. The
merger shall become effective on December 31, 1993 (said date is herein referred
to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which when
so executed shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia.
2
58
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and the
foregoing attested, all by their respective duly authorized officers, as of the
date hereinabove first written.
Medaphis Physician
Services Corporation
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
MEDAPHIS MEDICAL
ASSOCIATES, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
3
59
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
MEDICAL MANAGEMENT ASSOCIATES, INC. WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
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 O.C.G.A., Section 14-2-1105.1(b).
Medaphis Physician Services Corporation
By: /s/ Pamela S. Topper
-------------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
60
NOTICE OF MERGER
Notice is given that a certificate of merger which will effect a merger by and
between Medaphis Medical Associates, Inc., a Georgia corporation, and Medaphis
Physician Services Corporation, a Georgia corporation, will be delivered to the
Secretary of State for filing in accordance with the Georgia Business
Corporation Code. The name of the surviving corporation in the merger will be
Medaphis Physician Services Corporation, a corporation incorporated in the
State of Georgia. The registered office of such corporation is located at 2700
Cumberland Parkway, Suite 300, Atlanta, Georgia 30339 and its registered agent
at such address is Pamela S. Topper.
61
Secretary of State DOCKET NUMBER : 940040283
Business Services and Regulation CONTROL NUMBER : 9000830
Suite 315, West Tower EFFECTIVE DATE : 12/31/1993
2 Martin Luther King, Jr. Dr. REFERENCE : 0045
Atlanta, Georgia 30334-1330 PRINT DATE : 01/05/1994
FORM NUMBER : 411
C T CORPORATION SYSTEM
JENNIFER F. AULTMAN
1201 PEACHTREE ST., N.E.
ATLANTA, GA 30361
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue
this certificate pursuant to Georgia Law 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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Nonsurviving Entity/Entities:
BAULD INVESTMENT CORPORATION, a Florida corporation
/s/ Max Cleland
--------------------------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL]
/s/ Verley J. Spivey
--------------------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro-Atlanta
62
ARTICLES OF MERGER OF
BAULD INVESTMENT CORPORATION
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
1. Medaphis Physician Services Corporation, a Georgia corporation ("MPSC"),
owns one hundred percent (100%) of the outstanding stock of Bauld
Investment Corporation, a Florida corporation ("BIC").
2. The Agreement and Plan of Merger attached hereto as Exhibit "A" and
incorporated by reference herein was duly approved by the Board of
Directors of MPSC.
3. Pursuant to Section 14-2-1104(a) of the Georgia Business Corporation Code,
the Agreement and Plan of Merger does not require approval by the
shareholders of BIC or MPSC.
4. The effective date of the merger is December 31, 1993.
5. The name of the surviving corporation is Medaphis Physician Services
Corporation, a Georgia corporation.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
MEDAPHIS MEDICAL
ASSOCIATES, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
63
AGREEMENT AND PLAN OF MERGER OF
BAULD INVESTMENT CORPORATION
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 22nd day of December, 1993 by and between Bauld Investment
Corporation, a Florida corporation ("BIC"), and Medaphis Physician Services
Corporation, a Georgia corporation ("MPSC") and the sole shareholder of BIC
(BIC and MPSC being hereinafter sometimes collectively referred to as the
"Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date, BIC shall be merged with and into MPSC, and
MPSC (the "Surviving Corporation") shall continue in existence and the merger
shall in all respects have the effect provided for in Section 14-2-1106 of the
Georgia Business Corporation Code and Section 607.1106 of the Florida Business
Corporation Act.
1.2 Without limiting the foregoing, on and after the Effective Date, the
separate existence of BIC shall cease, and, in accordance with the terms of this
Agreement, the title to all real estate and other property owned by each of the
Constituent Corporations shall be vested in the Surviving Corporation without
reversion or impairment; the Surviving Corporation shall have all liabilities of
each of the Constituent Corporations; and any proceeding pending against any
Constituent Corporation may be continued as if the merger did not occur or the
Surviving Corporation may be substituted in its place.
1.3 Since MPSC is the sole shareholder of BIC, there are no dissenting
shareholders.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of BIC Common Stock issued and
outstanding immediately prior to the Effective Date or held in the treasury of
BIC shall, by virtue of the merger and without any action on the part of the
holder thereof, thereupon be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding certificate
or certificates which immediately prior thereto represented shares of BIC
Common Stock will, upon surrender of such certificate or certificates, be
entitled to be paid in cash the sum of $1.00 per share.
1
64
Section 3
Directors and Officers
The persons who are directors and officers of MPSC immediately prior to
the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Incorporation of
MPSC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.
4.2 From and after the Effective Date, the bylaws of MPSC, in effect at
such date, shall be the bylaws of the Surviving Corporation and shall continue
in effect until the same shall be altered, amended or repealed as therein
provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the board of directors of MPSC as
provided by the Georgia Business Corporation Code and the Florida Business
Corporation Act. The merger shall become effective on December 31, 1993 (said
date is herein referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia with respect to the filing of this Agreement with the Georgia Secretary
of State and with the laws of Florida with respect to the filing of this
Agreement with the Florida Secretary of State.
2
65
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and
the foregoing attested, all by their respective duly authorized officers, as of
the date hereinabove first written.
Medaphis Physician
Services Corporation
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
MEDAPHIS MEDICAL
ASSOCIATES, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
66
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
BAULD INVESTMENT CORPORATION WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
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 O.C.G.A. 14-2-1105.1(b).
Medaphis Physician Services Corporation
By:/s/ Pamela S. Topper
-----------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
67
NOTICE OF MERGER
Notice is given that a certificate of merger which will effect a merger by and
between Bauld Investment Corporation, a Florida corporation, and Medaphis
Physician Services Corporation, a Georgia corporation, will be delivered to the
Secretary of State for filing in accordance with the Georgia Business
Corporation Code. The name of the surviving corporation in the merger will be
Medaphis Physician Services Corporation, a corporation incorporated in the
State of Georgia. The registered office of such corporation is located at 2700
Cumberland Parkway, Suite 300, Atlanta, Georgia 30339 and its registered agent
at such address is Pamela S. Topper.
68
Secretary of State DOCKET NUMBER : 940040281
Business Services and Regulation CONTROL NUMBER : 9000830
Suite 315, West Tower EFFECTIVE DATE : 12/31/1993
2 Martin Luther King Jr., Dr. REFERENCE : 0045
Atlanta, GA 30334-1530 PRINT DATE : 01/05/1994
FORM NUMBER : 411
C T CORPORATION SYSTEM
JENNIFER F. AULTMAN
1201 PEACHTREE ST., N.E.
ATLANTA, GA 30361
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue
this certificate pursuant to Georgia Law 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:
MEDAPHIS PHYSICIAN SERVICES, a Georgia corporation
Nonsurviving Entity/Entities:
KING MANAGEMENT CORPORATION, a Georgia corporation
/s/ Max Cleland
--------------------------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL]
/s/ Verley J. Spivey
--------------------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOTLINE
655-2894 656-3079 656-2817 404-656-2222
Outside Metro-Atlanta
69
ARTICLES OF MERGER OF
MEDAPHIS PHYSICIAN SERVICES CORPORATION
AND
KING MANAGEMENT CORPORATION
1. Medaphis Physician Services Corporation, a Georgia corporation ("MPSC"),
owns one hundred percent (100%) of the outstanding stock of King
Management Corporation, a Georgia corporation ("King").
2. The Agreement and Plan of Merger attached hereto as Exhibit "A" and
incorporated by reference herein was duly approved by the Board of
Directors of MPSC.
3. The Agreement and Plan of Merger did not require approval by the
shareholders of King or MPSC.
4. The effective date of the merger is December 31, 1993.
5. The name of the surviving corporation is Medaphis Physician Services
Corporation, a Georgia corporation.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
MEDAPHIS MEDICAL
ASSOCIATES, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
70
AGREEMENT AND PLAN OF MERGER OF
KING MANAGEMENT CORPORATION
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 22nd day of December, 1993 by and between King Management Corporation,
a Georgia corporation ("King"), and Medaphis Physician Services Corporation, a
Georgia corporation ("MPSC") and sole shareholder of King (King and MPSC being
hereinafter sometimes collectively referred to as the "Constituent
Corporations").
Section 1
Merger
1.1 On the Effective Date, King shall be merged with and into MPSC, and
MPSC (the "Surviving Corporation") shall continue in existence and the merger
shall in all respects have the effect provided for in Section 14-2-1106 of the
Georgia Business Corporation Code.
1.2 Without limiting the foregoing, on and after the Effective Date, the
separate existence of King shall cease, and, in accordance with the terms of
this Agreement, the title to all real estate and other property owned by each of
the Constituent Corporations shall be vested in the Surviving Corporation
without reversion or impairment; the Surviving Corporation shall have all
liabilities of each of the Constituent Corporations; and any proceeding pending
against any Constituent Corporation may be continued as if the merger did not
occur or the Surviving Corporation may be substituted in its place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of King Common Stock issued and
outstanding immediately prior to the Effective Date or held in the treasury of
King shall, by virtue of the merger and without any action on the part of the
holder thereof, thereupon be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding certificate or
certificates which immediately prior thereto represented shares of King Common
Stock will, upon surrender of such certificate or certificates, be entitled to
be paid in cash the sum of $1.00 per share.
1
71
Section 3
Directors and Officers
The persons who are directors and officers of MPSC immediately prior to
the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Incorporation of
MPSC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.
4.2 From and after the Effective Date, the bylaws of MPSC, in effect at
such date, shall be the bylaws of the Surviving Corporation and shall continue
in effect until the same shall be altered, amended or repealed as therein
provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the Board of Directors of MPSC as
provided by Section 14-2-1104 of the Georgia Business Corporation Code. The
merger shall become effective on December 31, 1993 (said date is herein
referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which when
so executed shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia.
2
72
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate seals to be affixed and the
foregoing attested, all by their respective duly authorized officers, as of the
date hereinabove first written.
Medaphis Physician
Services Corporation
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
MEDAPHIS MEDICAL
ASSOCIATES, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
3
73
CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
KING MANAGEMENT CORPORATION WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
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 O.C.G.A., Section 14-2-1105.1(b).
Medaphis Physician Services Corporation
By: /s/ Pamela S. Topper
-----------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
74
NOTICE OF MERGER
Notice is given that a certificate of merger which will effect a merger by and
between King Management Corporation, a Georgia corporation, and Medaphis
Physician Services Corporation, a Georgia corporation, will be delivered to the
Secretary of State for filing in accordance with the Georgia Business
Corporation Code. The name of the surviving corporation in the merger will be
Medaphis Physician Services Corporation, a corporation incorporated in the State
of Georgia. The registered office of such corporation is located at 2700
Cumberland Parkway, Suite 300, Atlanta, Georgia 30339 and its registered agent
at such address is Pamela S. Topper.
75
Secretary of State DOCKET NUMBER : 922950217
Business Services and Regulation CONTROL NUMBER : 9000830
Suite 315, West Tower EFFECTIVE DATE : 10/20/1992
2 Martin Luther King, Jr. Dr. REFERENCE : 0045
Atlanta, Georgia 30334-1530 PRINT DATE : 11/09/1992
FORM NUMBER : 411
MEDAPHIS CORPORATION
MICHELE SCOLLARD
2700 CUMBERLAND PKWY. #300
ATLANTA, GA 30339
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue
this certificate pursuant to Georgia Law 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 Corporation:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia Corporation
Nonsurviving Corporation(s):
FIRST MEDCORP, a California Corporation
/s/ Max Cleland
---------------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL] /s/ Verley J. Spivey
---------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro-Atlanta
76
ARTICLES OF MERGER OF
MEDAPHIS PHYSICIAN SERVICES CORPORATION
AND FIRST MEDCORP
I. Medaphis Physician Services Corporation, a Georgia corporation
("MPSC"), owns one hundred percent (100%) of the issued and outstanding
stock of First MedCorp, a California corporation ("First MedCorp")
II. The Agreement and Plan of Merger attached hereto as Exhibit A and
incorporated by reference herein was duly approved by the Board of
Directors of MPSC and First MedCorp.
III. The Agreement and Plan of Merger did not require approval by the
shareholders of First MedCorp or MPSC.
IV. The name of the surviving corporation is Medaphis Physician
Services Corporation, a Georgia corporation.
V. Attached hereto as Exhibit B is a certificate of the California
Franchise Tax Board certifying that all taxes imposed by the California
Bank and Corporation Tax Law upon First MedCorp have been paid.
FIRST MEDCORP
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
MEDAPHIS MEDICAL
ASSOCIATES, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
77
EXHIBIT A
AGREEMENT AND PLAN OF MERGER OF
FIRST MEDCORP
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 1st day of October, 1992 by and between First MedCorp, a California
corporation ("First MedCorp"), and Medaphis Physician Services Corporation, a
Georgia corporation ("MPSC") (First MedCorp and MPSC being hereinafter sometimes
collectively referred to as the "Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date (defined in Section 5 below), First MedCorp
shall be merged with and into MPSC, and MPSC (the "Surviving Corporation")
shall continue in existence and the merger shall in all respects have the
effect provided for in Section 1107 of the California Corporations Code (the
"California Code") and Section 14-2-1106 of the Georgia Business Corporation
Code (the "Georgia Code").
1.2 Without limiting the foregoing, on and after the Effective Date, the
separate existence of First MedCorp shall cease, and, in accordance with the
terms of this Agreement, the title to all real estate and other property owned
by each of the Constituent Corporations shall be vested in the Surviving
Corporation without reversion or impairment; the Surviving Corporation
shall have all liabilities of each of the Constituent Corporations; and any
proceeding pending against any Constituent Corporation may be continued as if
the merger did not occur or the Surviving Corporation may be substituted in its
place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of First MedCorp stock, common
and preferred, either issued and outstanding immediately prior to the Effective
Date or held in the treasury of First MedCorp shall, by virtue of the merger
and without any action on the part of the holder thereof, thereupon be canceled
and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding certificate
or certificates which immediately prior thereto represented shares of First
MedCorp stock, common or preferred, will, upon surrender of such certificate or
certificates, be entitled to be paid in cash the sum of $.01 per share.
1
78
Section 3
Directors and Officers
The persons who are directors and officers of MPSC immediately prior to
the Effective Date shall continue as the directors and officers of the Surviving
Corporation and shall continue to hold office as provided in the bylaws of the
Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Incorporation of
MPSC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.
4.2 From and after the Effective Date, the bylaws of MPSC, in effect at
such date, shall be the bylaws of the Surviving Corporation and shall continue
in effect until the same shall be altered, amended or repealed as therein
provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the board of directors of MPSC and
First MedCorp as provided by the Georgia and California Codes. The merger
shall become effective on the date on which the Articles of Merger
incorporating this Agreement are filed by the Secretary of State of Georgia
(said date is herein referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia.
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate
2
79
seals to be affixed and the foregoing attested, all by their respective duly
authorized officers, as of the date hereinabove first written.
FIRST MEDCORP
By: /s/ Randolph G. Brown
---------------------------
[CORPORATE SEAL] Title: Chairman
------------------------
ATTEST
By:/s/ Pamela S. Topper
---------------------
Title: Secretary
------------------ MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Randolph G. Brown
-----------------------
Title: Chairman
---------------------
[CORPORATE SEAL]
ATTEST
By:/s/ Pamela S. Topper
---------------------
Title: Secretary
------------------
3
80
EXHIBIT B
STATE OF CALIFORNIA
OFFICE OF THE SECRETARY OF STATE
CORPORATION DIVISION
I, MARCH FONG EU, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
OCT 9 1992
------------
[SEAL]
81
CERTIFICATE OF OWNERSHIP
OF
FIRST MEDCORP
Randolph G. Brown and Pamela S. Topper hereby certify that:
I. They are the president and the secretary, respectively, of Medaphis
Physician Services Corporation, a Georgia corporation ("MPSC").
II. MPSC owns all the outstanding shares of all classes of First MedCorp,
a California corporation.
III. The Board of Directors of MPSC duly adopted the following resolution:
RESOLVED, that the Corporation merge First MedCorp, its wholly-owned
subsidiary corporation, into itself and assume all its obligations pursuant
to Section 1110 of the California Corporation Code.
/s/ Randolph G. Brown
--------------------------------
Randolph G. Brown, President
/s/ Pamela S. Topper
--------------------------------
Pamela S. Topper, Secretary
The undersigned declare under penalty of perjury that the matters set forth in
the foregoing certificate are true of their own knowledge. Executed at Atlanta,
Georgia on July 16, 1992.
/s/ Randolph G. Brown
--------------------------------
Randolph G. Brown
/s/ Pamela S. Topper
--------------------------------
Pamela S. Topper
82
October 19, 1992
Secretary of State
2 Martin Luther King, Jr., Drive, S.E.
Suite 315, West Tower
Atlanta, Georgia 30334
Attn: Corporate Division
RE: First MedCorp merger with and into
Medaphis Physician Services Corporation
Ladies and Gentlemen:
The undersigned, as Secretary of Medaphis Physician Services Corporation,
hereby certifies that she has requested a notice of merger to be published and
payment therefore has been made as required by O.C.G.A., Section 14-2-201 (b).
Medaphis Physician Services Corporation
/s/ Pamela S. Topper
---------------------------------------
Pamela S. Topper
Secretary
83
SECRETARY OF STATE
BUSINESS SERVICES AND REGULATION
SUITE 315, WEST TOWER
2 MARTIN LUTHER KING JR. DR.
ATLANTA, GEORGIA 30334-1530 DOCKET NUMBER : 920700698
CONTROL NUMBER: 9000830
EFFECTIVE DATE: 02/28/1992
REFERENCE : 0077
PRINT DATE : 04/20/1992
FORM NUMBER : 411
MEDAPHIS CORPORATION
MICHELE SCOLLARD
STE 300, 2700 CUMBERLAND PKWY
ATLANTA, GEORGIA 30339
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue this
certificate pursuant to Georgia Law 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 Corporation:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Non Surviving Corporation(s):
MEDICAL MANAGEMENT AND CONSULTANTS, INC., a Georgia corporation
/s/ Max Cleland
-------------------------
MAX CLELAND
SECRETARY OF STATE
[SEAL] /S/ Verley J. Spivey
-------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
CORPORATIONS HOTLINE
SECURITIES CEMETERIES CORPORATIONS (404) 656-2222
656-2894 656-3079 656-2817 Outside Metro Atlanta
84
ARTICLES OF MERGER OF
MEDAPHIS PHYSICIAN SERVICES CORPORATION
AND
MEDICAL MANAGEMENT AND CONSULTANTS, INC.
I. Medaphis Physician Services Corporation, a Georgia corporation
("MPSC"), owns one hundred percent (100%) of the outstanding stock of
Medical Management and Consultants, Inc., a Georgia corporation ("MMC").
II. The Agreement and Plan of Merger attached hereto as Exhibit "A" and
incorporated by reference herein was duly approved by the Board of
Directors of MMC and MPSC.
III. The Agreement and Plan of Merger did not require approval by the
shareholders of MMC or MPSC.
IV. The name of the surviving corporation is Medaphis Physician Services
Corporation, a Georgia corporation.
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By: /s/ Randolph G Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
MEDICAL MANAGEMENT AND
CONSULTANTS, INC.
By: /s/ Randolph G. Brown
[CORPORATE SEAL] -----------------------------
Title: Chairman
ATTEST: --------------------------
By: /s/ Pamela S. Topper
-----------------------------
Title: Secretary
--------------------------
85
EXHIBIT A
AGREEMENT AND PLAN OF MERGER OF
MEDICAL MANAGEMENT AND CONSULTANTS, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 28th day of February, 1992 by and between Medical Management and
Consultants, Inc., a Georgia corporation ("MMC"), and Medaphis Physician
Services Corporation, a Georgia corporation ("MPSC") (MMC and MPSC being
hereinafter sometimes collectively referred to as the "Constituent
Corporations").
Section 1
Merger
1.1 On the Effective Date, MMC shall be merged with and into MPSC, and
MPSC (the "Surviving Corporation") shall continue in existence and the merger
shall in all respects have the effect provided for in Section 14-2-1106 of the
Georgia Business Corporation Code.
1.2 Without limiting the foregoing, on and after the Effective Date, the
separate existence of MMC shall cease, and, in accordance with the terms of this
Agreement, the title to all real estate and other property owned by each of the
Constituent Corporations shall be vested in the Surviving Corporation without
reversion or impairment; the Surviving Corporation shall have all liabilities of
each of the Constituent Corporations; and any proceeding pending against any
Constituent Corporation may be continued as if the merger did not occur or the
Surviving Corporation may be substituted in its place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of MMC Common Stock issued and
outstanding immediately prior to the Effective Date or held in the treasury of
MMC shall, by virtue of the merger and without any action on the part of the
holder thereof, thereupon be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding certificate or
certificates which immediately prior thereto represented shares of MMC Common
Stock will, upon surrender of such certificate or certificates, be entitled to
be paid in cash the sum of $1.00 per share.
1
86
Section 3
Directors and Officers
The persons who are directors and officers of MPSC immediately prior to
the Effective Date shall continue as the directors and officers of the Surviving
Corporation and shall continue to hold office as provided in the bylaws of the
Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Incorporation of
MPSC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.
4.2 From and after the Effective Date, the bylaws of MPSC, in effect at
such date, shall be the bylaws of the Surviving Corporation and shall continue
in effect until the same shall be altered, amended or repealed as therein
provided or as provided by law.
Section 5
Board Approval, Effectiveness of Merger
This Agreement has been approved by the board of directors of MPSC and MMC
as provided by the Georgia Business Corporation Code. The merger shall become
effective on the date on which the Articles of Merger incorporating this
Agreement are filed by the Secretary of State of Georgia (said date is herein
referred to as the "Effective Date").
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia.
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate
2
87
seals to be affixed and the foregoing attested, all by their respective duly
authorized officers, as of the date hereinabove first written.
Medaphis Physician
Services Corporation
By: /s/ R.G. Brown
---------------------------
[CORPORATE SEAL] Title: Chairman
------------------------
ATTEST:
By:/s/ Pamela S. Topper
---------------------
Title: Secretary
------------------ Medical Management and
Consultants, Inc.
By: /s/ R.G. Brown
-----------------------
Title: Chairman
--------------------
[CORPORATE SEAL]
ATTEST:
By:/s/ Pamela S. Topper
---------------------
Title: Secretary
------------------
3
88
February 26, 1992
Secretary of State
2 Martin Luther King, Jr, Drive, SE
Suite 315, West Tower
Atlanta, GA 30334
ATTN: Corporate Division
Re: Medaphis Physician Services Corporation Merger
With Medical Management & Consultants, Inc.
Gentlemen:
The undersigned, as Secretary of Medaphis Physician Services Corporation,
hereby certifies that she has requested a notice of merger to be published and
payment therefor has been made as required by O.C.G.A., Section 14-2-201.1(b).
Medaphis Physician Services Corporation
/s/ Pamela S. Topper
--------------------
Pamela S. Topper
Secretary
89
Secretary of State DOCKET NUMBER : 920700554
Business Services and Regulation CONTROL NUMBER : 9000830
Suite 315, West Tower EFFECTIVE DATE : 02/28/1989
3 Martin Luther King, Jr. Dr. REFERENCE : 0069
Atlanta, Georgia 30334-1530 PRINT DATE : 03/16/1992
FORM NUMBER : 411
MEDAPHIS CORPORATION
MICHELE SCOLLARD
2700 CUMBERLAND PARKWAY, STE 300
ATLANTA, GEORGIA 30339
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue
this certificate pursuant to Georgia Law 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:
MEDAPHIS PHYSICIAN SERVICES CORPORATION, a Georgia corporation
Nonsurviving Corporation(s):
PRACTICE MANAGEMENT GROUP, INC., a Tennessee corporation
/s/ Max Cleland
---------------------------
MAX CLELAND
SECRETARY OF STATE
/s/ Verley J. Spivey
---------------------------
[SEAL] VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOTLINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
90
ARTICLES OF MERGER OF PRACTICE MANAGEMENT GROUP, INC.
AND MEDAPHIS PHYSICIAN SERVICES CORPORATION
I. Medaphis Physician Services Corporation, a Georgia corporation
("MPSC"), owns one hundred percent (100%) of the outstanding stock of
Practice Management Group, Inc., a Tennessee corporation ("PMG").
II. The Agreement and Plan of Merger attached hereto as Exhibit A and
incorporated by reference herein was duly approved by the Board of
Directors of MPSC and of PMG.
III. The Agreement and Plan of Merger did not require approval by the
shareholders of PMG or MPSC.
IV. The name of the surviving corporation is Medaphis Physician
Services Corporation, a Georgia corporation.
V. Medaphis Corporation, the sole shareholder of MPSC, has waived in
writing its right pursuant to Section 48-21-104(e) of the Tennessee
Corporation Act to receive a copy of the Agreement and Plan of Merger
thirty (30) days prior to its filing with the Secretary of State of
Tennessee.
PRACTICE MANAGEMENT GROUP, INC.
By: /s/ R. G. Brown
[CORPORATE SEAL] -----------------------------------------
Title: Chairman
---------------------------------------
By: /s/ Pamela S. Topper
---------------------
Pamela S. Topper
Secretary
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
By:
/s/ R. G. Brown
[CORPORATE SEAL] -----------------------------------------
Title: Chairman
---------------------------------------
ATTEST:
By: /s/ Pamela S. Topper
---------------------
Pamela S. Topper
Secretary
91
AGREEMENT AND PLAN OF MERGER OF
PRACTICE MANAGEMENT GROUP, INC.
WITH AND INTO
MEDAPHIS PHYSICIAN SERVICES CORPORATION
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 28th day of February, 1992 by and between Practice Management Group,
Inc., a Tennessee corporation ("PMG"), and Medaphis Physician Services
Corporation, a Georgia corporation ("MPSC") (PMG and MPSC being hereinafter
sometimes collectively referred to as the "Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date (as hereinafter defined), PMG shall be merged
with and into MPSC, and MPSC (the "Surviving Corporation") shall continue in
existence and the merger shall in all respects have the effect provided for in
Section 14-2-1106 of the Georgia Business Corporation Code and Section
48-21-106 of the Tennessee Business Corporation Act.
1.2 Without limiting the foregoing, on and after the Effective Date, the
separate existence of PMG shall cease, and, in accordance with the terms of this
Agreement, the title to all real estate and other property owned by each of the
Constituent Corporations shall be vested in the Surviving Corporation without
reversion or impairment; the Surviving Corporation shall have all liabilities of
each of the Constituent Corporations; and any proceeding pending against any
Constituent Corporation may be continued as if the merger did not occur or the
Surviving Corporation may be substituted in its place.
Section 2
Terms of the Transaction
2.1 Upon the Effective Date, each share of PMG Common Stock issued and
outstanding immediately prior to the Effective Date or held in the treasury of
PMG shall, by virtue of the merger and without any action on the part of the
holder thereof, thereupon be canceled and retired and cease to exist.
2.2 After the Effective Date, each holder of an outstanding certificate
or certificates which immediately prior thereto represented shares of PMG Common
Stock will, upon surrender of such certificate or certificates, be entitled to
be paid in cash the sum of $1.00 per share.
1
92
Section 3
Directors and Officers
The persons who are directors and officers of MPSC immediately prior to
the Effective Date shall continue as the directors and officers of the
Surviving Corporation and shall continue to hold office as provided in the
bylaws of the Surviving Corporation.
Section 4
Articles of Incorporation and Bylaws
4.1 From and after the Effective Date, the Articles of Incorporation of
MPSC, as in effect at such date, shall be the Articles of Incorporation of the
Surviving Corporation and shall continue in effect until the same shall be
altered, amended or repealed as therein provided by law.
4.2 From and after the Effective date, the bylaws of MPSC, in effect at
such date, shall be the bylaws of the Surviving Corporation and shall continue
in effect until the same shall be altered, amended or repealed as therein
provided or as provided by law.
Section 5
Board Approval Effectiveness of Merger
This Agreement has been approved by the board of directors of MPSC and of
PMG as provided by the Georgia Business Corporation Code and Tennessee Business
Corporation Act. The merger shall become effective on the date on which the
Articles of Merger incorporating this Agreement are filed by the Secretary of
State of Georgia (said date is herein referred to as the "Effective Date."
Section 6
Miscellaneous
6.1 This Agreement may be executed in counterparts, each of which when
so executed shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
6.2 This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia.
IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed, their respective corporate
2
93
seals to be affixed and the foregoing attested, all by their respective duly
authorized officers, as of the date hereinabove first written.
PRACTICE MANAGEMENT GROUP, INC.
(CORPORATE SEAL) BY: /s/ R. G. Brown
-------------------------------------
TITLE: Chairman
----------------------------------
ATTEST:
BY: /s/Pamela S. Topper
-------------------------------------
TITLE: SECRETARY
----------------------------------
MEDAPHIS PHYSICIAN
SERVICES CORPORATION
(CORPORATE SEAL) BY: /s/ R. G. Brown
-------------------------------------
TITLE: Chairman
----------------------------------
ATTEST:
BY: /s/Pamela S. Topper
- -------------------------------------
TITLE: SECRETARY
- ----------------------------------
3
94
February 28, 1992
Secretary of State
2 Martin Luther King, Jr., Drive, SE
Suite 315, West Tower
Atlanta, GA 30334
ATTN: Corporate Division
Re: Medaphis Physician Services Corporation
Merger with Practice Management Group, Inc.
Gentlemen:
The undersigned, as Secretary of Medaphis Physician Services Corporation,
hereby certifies that she has requested a notice of merger to be published and
payment therefor has been made as required by O.C.G.A., Section 14-2-201.1(b).
Medaphis Physician Services Corporation
/s/ Pamela S. Topper
---------------------------------------------
Pamela S. Topper
Secretary
95
Secretary of State TRANSACTION NUMBER : 90046114
Business Services And Regulation CHARTER NUMBER : 9000830
Suite 306, West Tower DATE INCORPORATED : 01/16/90
2 Martin Luther King, Jr., Dr. EFFECTIVE DATE : 02/15/90
Atlanta, Georgia 30334-1530 EXAMINER : JACKIE SLATE
TELEPHONE : 404-656-2821
REQUESTED BY:
MEDAPHIS CORPORATION
MICHAEL P. KENNEDY
210 INTERSTATE NORTH, STE 601
ATLANTA, GA 30339
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State and the Corporations Commissioner of
the State of Georgia do hereby certify, under the seal of my office, that
articles of merger have been duly filed on the effective date set forth above,
merging
- -------------------------------------------------------------------------------
"MEDICAL DATA SERVICES CORPORATION," a Virginia corp.
merged into
"MEDAPHIS PHYSICIAN SERVICES CORPORATION," a Georgia corp.
- -------------------------------------------------------------------------------
and the fees therefor paid as provided by law, and that attached hereto is a
true and correct copy of said articles of merger.
WITNESS, my hand and official seal, in the City of Atlanta and the State
of Georgia on the date set forth below.
DATE: FEBRUARY 16, 1990
FORM A6 (JULY 1989)
/s/Max Cleland
MAX CLELAND
SECRETARY OF STATE
/s/H. Wayne Howell
H. WAYNE HOWELL
DEPUTY SECRETARY OF STATE
[SEAL]
SECURITIES CEMETERIES CORPORATIONS CORPORATION HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
96
CERTIFICATE OF MERGER
OF MEDICAL DATA SERVICES CORPORATION
INTO MEDAPHIS PHYSICIAN SERVICES CORPORATION
The undersigned, duly authorized officers of their respective
corporations, pursuant to Section 14-2-1105(b) of the Georgia Business
Corporation Code, hereby execute the following Certificate of Merger:
I. Names of Corporations
The names of the corporations proposing to merge are Medical Data
Services Corporation, a Virginia corporation ("MDS") and Medaphis Physician
Services Corporation, a Georgia corporation ("MPSC"). The name of the
surviving corporation shall be "Medaphis Physician Services Corporation."
II. Plan of Merger
MDS shall be merged into MPSC, which will be the surviving corporation,
in accordance with the provisions of the Agreement and Plan of Merger which is
on file at the principal place of business of MPSC at 210 Interstate North
Parkway, Suite 601, Atlanta, Georgia 30339.
III. Inspection of Plan of Merger.
MPSC shall furnish a copy of the Agreement and Plan of Merger on request
and without charge to any shareholder of MDS or MPSC.
IN WITNESS WHEREOF, each of the corporations has caused this Certificate
of Merger to be executed in their respective name by their respective duly
authorized officers on the 12th day of February, 1990.
MEDICAL DATA SERVICES MEDAPHIS PHYSICIAN
CORPORATION SERVICES CORPORATION
BY: /s/Randolph G. Brown BY: /s/Gene P. Kaczmarski
-------------------------------- -------------------------------------
Randolph G. Brown Gene P. Kaczmarski
President and Chief President
Executive Officer
Attest: /s/Michael P. Kennedy Attest: /s/ Michael P. Kennedy
---------------------------- ----------------------------------
Title: Assistant Secretary Assistant Secretary
----------------------------- ----------------------------------
(AFFIX CORPORATE SEAL) (AFFIX CORPORATE SEAL)
97
CERTIFICATE OF OFFICER REGARDING
REQUEST FOR PUBLICATION OF NOTICE OF
INTENT TO FILE CERTIFICATE OF MERGER
The undersigned officer of Medaphis Physician Services Corporation, the
surviving corporation in the proposed merger pursuant to the Georgia Business
Corporation Code with Medical Data Services Corporation, a Virginia
corporation, hereby certifies that the request for publication of a notice of
intent to file the Certificate of Merger and payment therefor, have been made
as required by Section 14-2-1105.1(b) of the Georgia Business Corporation Code.
This 6th day of February, 1990.
/s/Gene P. Kaczmarski
-------------------------------------------
Gene P. Kaczmarski, President
98
CERTIFICATE OF OFFICER REGARDING
REQUEST FOR PUBLICATION OF NOTICE OF
INTENT TO FILE CERTIFICATE OF MERGER
The undersigned officer of Medaphis Physician Services Corporation, the
surviving corporation in the proposed merger pursuant to the Georgia Business
Corporation Code with Medical Data Services Corporation, a Virginia
corporation, hereby certifies that the request for publication of a notice of
intent to file the Certificate of Merger and payment therefor, have been made
as required by Section 14-2-1105.1(b) of the Georgia Business Corporation Code.
This 6th day of February, 1990.
/s/Gene P. Kaczmarski
-------------------------------------------
Gene P. Kaczmarski, President
99
Secretary of State CHARTER NUMBER : 9000830 DP
Business Services And Regulation DATE INCORPORATE 01/16/1990
Suite 306, West Tower COUNTY : FULTON
2 Martin Luther King, Jr., Dr. EXAMINER : PAM E. NEAL
Atlanta, Georgia 30334-1530 TELEPHONE : 404-636-2968
MAILED TO:
MICHAEL P. KENNEDY
210 INTERSTATE NORTH PKWY #601
ATLANTA, GA 30339
CERTIFICATE OF INCORPORATION
I, MAX CLELAND, SECRETARY OF STATE AND THE CORPORATIONS COMMISSIONER OF THE
STATE OF GEORGIA DC HEREBY CERTIFY, UNDER THE SEAL OF MY OFFICE THAT
- -----------------------------------------------------------------------------
"MEDAPHIS PHYSICIAN SERVICES CORPORATION"
- -----------------------------------------------------------------------------
HAS BEEN DULY INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA ON THE DATE
SET FORTH ABOVE, BY THE FILING OF ARTICLES OF INCORPORATION IN THE OFFICE OF THE
SECRETARY OF STATE AND THE FEES THEREFOR PAID, AS PROVIDED BY LAW, AND THAT
ATTACHED HERETO IS A TRUE COPY OF SAID ARTICLES OF INCORPORATION.
WITNESS MY HAND AND OFFICIAL SEAL, IN THE CITY OF ATLANTA AND THE STATE OF
GEORGIA ON THE DATE SET FORTH BELOW.
DATE:
/s/ Max Cleland
---------------------------
MAX CLELAND
SECRETARY OF STATE
/s/ H. WAYNE HOWELL
---------------------------
[SEAL] H. WAYNE HOWELL
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOTLINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
100
ARTICLES OF INCORPORATION
OF
MEDAPHIS PHYSICIAN SERVICES CORPORATION
I.
The name of the Corporation is:
Medaphis Physician Services Corporation
II.
The Corporation shall have authority to issue 1,000 shares of common stock,
and the par value of each share shall be one dollar ($1.00).
III.
The initial registered office of the Corporation shall be at 2 Peachtree
Street N.W., Atlanta, Georgia 30383, in Fulton County. The initial registered
agent of the Corporation at such address shall be CT Corporation System.
IV.
The name and address of the incorporator are:
Michael P. Kennedy
210 Interstate North Parkway
Suite 601
Atlanta, Georgia 30339
V.
The mailing address of the initial principal office of the Corporation is
210 Interstate North Parkway, Suite 601, Atlanta, Georgia 30339.
VI.
The initial Board of Directors shall consist of three (3) members who
shall be and whose addresses are:
Randolph G. Brown
210 Interstate North Parkway
Suite 601
Atlanta, Georgia 30339
Gene P. Kaczmarski
210 Interstate North Parkway
Suite 601
Atlanta, Georgia 30339
101
Timothy J. Kilgallon
210 Interstate North Parkway
Suite 601
Atlanta, Georgia 30339
VII.
No director shall have any personal liability to the Corporation or to its
shareholders for monetary damages for breach of duty of care or other duty as a
director, by reason of any act or omission occurring subsequent to the date
when this provision becomes effective, except that this provision shall not
eliminate or limit the liability of a director for (a) any appropriation, in
violation of his duties, of any business opportunity of the Corporation; (b)
acts or omissions which involve intentional misconduct or a knowing violation
of law; (c) liabilities of a director imposed by Section 14-2-832 of the
Georgia Business Corporation Code; or (d) any transaction from which the
director derived an improper personal benefit.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation this 12th day of January 1990.
/s/ Michael P. Kennedy
----------------------
Michael P. Kennedy
Incorporator
102
Secretary of State FORM NUMBER : NR
Business Services And Regulation EFFECTIVE DATE : 12/13/89
Suite 306, West Tower REFERENCE : 89346527
2 Martin Luther King, Jr., Dr. PRINT DATE : STACY GILLEY
Atlanta, Georgia 30334-1530 FORM NUMBER : 404-656-3173
REQUESTED BY:
MEDAPHIS CORPORATION / M. KENNEDY
#601 210 INTERSTATE NORTH
ATLANTA, GA 30339
NAME RESERVATION 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 PROFESSIONAL ASSOCIATION, OR LIMITED PARTNERSHIP
ON FILE PURSUANT TO THE APPLICABLE PROVISIONS OF GEORGIA LAW. (TITLE 14 OF THE
OFFICIAL CODE OF GEORGIA ANNOTATED).
- -----------------------------------------------------------------------------
"MEDAPHIS PHYSICIAN SERVICES CORPORATION"
- -----------------------------------------------------------------------------
THIS CERTIFICATE SHALL BE VALID FOR A PERIOD OF TWO CALENDAR MONTHS FOR
PROFIT AND NONPROFIT CORPORATIONS AND PROFESSIONAL ASSOCIATES (DP, FP, DH, FM, &
PA), OR SIXTY (60) DAYS FOR LIMITED PARTNERSHIP (7D OR 7F), FROM THE DATE OF
THIS CERTIFICATE. PLEASE SUBMIT THE ORIGINAL CERTIFICATE (WHITE COPY) WITH THE
ARTICLES OF INCORPORATION, CERTIFICATE OF LIMITED PARTNERSHIP, APPLICATION FOR
PROFESSIONAL ASSOCIATION OR CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS.
NAME RESERVATIONS ARE NOT RENEWABLE AFTER EXPIRATION OF THE STATUTORY
RESERVATION PERIOD SET OUT ABOVE.
/s/ Max Cleland
---------------------------
MAX CLELAND
SECRETARY OF STATE
/s/ H. Wayne Howell
---------------------------
[SEAL] H. WAYNE HOWELL
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOTLINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
103
MEDAPHIS PHYSICIAN SERVICES CORPORATION
CERTIFICATE OF INCORPORATION
REGARDING
REQUEST FOR PUBLICATION OF NOTICE
OF
INTENT TO INCORPORATE
The undersigned incorporator of Medaphis Physician Services Corporation, a
corporation to be formed pursuant to the Georgia Business Corporation Code,
hereby certifies that the request for publication of a notice of intent to
file the Articles of Incorporation of Medaphis Physician Services Corporation,
and payment therefor, have been made as required by Section 14-2-201.1(b) of
the Georgia Business Corporation Code.
This 12th day of January, 1990.
/s/ Michael P. Kennedy
--------------------------------
Michael P. Kennedy, Incorporator