1
EXHIBIT 3.31
RAPID SYSTEMS SOLUTIONS, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
RAPID SYSTEMS SOLUTIONS, INC., a Maryland statutory close corporation (the
"Corporation"), having its principal office in Howard County, Maryland hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The corporation desires to amend and restate its Charter as
currently in effect.
SECOND: Pursuant to Section 2-609 of the Maryland General Corporation
Law, these Articles of Amendment and Restatement restate and integrate and
further amend the provisions of the Articles of Incorporation of the
Corporation.
THIRD: The text of the Charter of the Corporation as heretofore amended or
supplemented is hereby restated and further amended to read in its entirety as
follows:
"FIRST: The name of the Corporation (which is hereafter referred to
as the "Corporation") is RAPID SYSTEMS SOLUTIONS, INC.
SECOND: The purposes for which the Corporation is formed are:
(1) To engage in the business of systems and information engineering
as well as all activities and services reasonably related thereto; and
(2) To do anything permitted by Section 2-103 of the Corporation's
and Associations Article of the Annotated Code of Maryland, as the same may
be amended from time to time, or any successor provision of the Public
General Laws of the State of Maryland.
THIRD: The post office address of the principal office of the
Corporation in this State is 8850 Stanford Boulevard, Suite 400, Columbia,
Maryland 21045. The name
1
2
and post office address of the Resident Agent of the Corporation in this
State is LSBA, Inc., Suite 400, Woodmere I, 9881 Broken Land Parkway,
Columbia, Maryland 21046. Said Resident Agent is a corporation
incorporated under the laws of the State of Maryland.
FOURTH: The total number of shares of capital stock which the
Corporation has authority to issue is One Million (1,000,000) shares, of
which Five Hundred Thousand (500,000) shares are Class A Voting Common
Stock with $.01 par value per share, and Five Hundred Thousand (500,000)
shares are Class B Non-Voting Common Stock with $.01 par value per share,
having an aggregate par value of Ten Thousand Dollars ($10,000.00).
(1) Except as hereinafter provided with respect to voting powers,
the Class A Voting Common Stock and the Class B Non-Voting Common Stock
shall be identical in all respects.
(2) With respect to voting powers, except as otherwise required by
the Corporations and Associations Article of the Annotated Code of
Maryland, the holders of Class A Voting Common Stock shall possess all
voting powers for all purposes, and the holders of Class B Non-Voting
Common Stock shall have no voting powers whatsoever, and no holder of
Class B Non-Voting Common Stock shall vote on or otherwise participate in
any proceedings in which actions shall be taken by the Corporation or its
Stockholders thereof or be entitled to notification as to any meeting of
the Stockholders.
FIFTH: The number of directors of the Corporation shall be one (1)
which number may be increased or decreased pursuant to the By-laws of the
Corporation, but shall never be less than the lesser of (a) three (3) or
(b) the number of stockholders. The name of the director who shall act
until the next annual meeting or until his successor is duly chosen and
qualified is: Daniel J. Roche.
SIXTH: The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Corporation and of
the directors and stockholders:
(1) The Board of Directors of the Corporation hereby is empowered to
authorized the issuance from time to time of shares of its stock of any
class, whether now or hereafter authorized or securities convertible into
shares of stocks of any class or classes, whether now or hereafter
authorized.
2
3
(2) The Board of Directors of the Corporation may classify or
reclassify any unissued shares by fixing or altering in any one or more
respects, from time to time before issuance of such shares, the
preferences, rights, voting powers, restrictions and qualifications of,
the dividends on, the times and prices of redemption of, the conversion
rights of, such shares.
(3) The Board of Directors of the Corporation hereby is empowered to
authorize the redemption by the Corporation of shares of its own stock, of
any class, or any other acquisition by the Corporation of its own shares.
(4) With respect to:
(a) the amendment of the Charter of the Corporation;
(b) the consolidation of the Corporation with one or more
corporations to form a new consolidated corporation;
(c) the merger of the Corporation into another corporation or
the merger of one or more other corporations into the Corporation;
(d) the sale, lease, exchange or other transfer of all, or
substantially all, of the property and assets of the Corporation,
including its goodwill and franchises;
(e) the participation by the Corporation in a share exchange
(as defined in the Corporations and Associations Article of the Annotated
Code of Maryland) as the corporation the stock of which is to be acquired;
(f) the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation;
such action shall be effective and valid if taken or approved by an
affirmative vote of a majority of the shares entitled to be cast thereon,
after due authorization and/or approval and/or advice of such action by
the Board of Directors as required by law, notwithstanding any provision
of law requiring any action to be taken or authorized other than provided
in this Article SIXTH, paragraph (4).
The enumeration and definition of a particular power of the Board
of Directors included in the foregoing shall in no way be limited or
restricted by reference to
3
4
or inference from the terms of any other clause of this or any other
article of the Charter of the Corporation, or construed as or deemed by
inference or otherwise in any manner to exclude or limit any powers
conferred upon the Board of Directors under the Public General Laws of the
State of Maryland now or hereafter in force.
SEVENTH: Except as may otherwise be provided by the Board of
Directors of the Corporation, no holder of any shares of the stock of the
Corporation shall have any pre-emptive right to purchase, subscribe for,
or otherwise acquire any shares of stock of the Corporation of any class
now or hereafter authorized, or any securities exchangeable for or
convertible into such shares, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares.
EIGHTH: A director or officer of the Corporation shall not be liable
to the Corporation or its stockholders for money damages for any action
taken or any failure to act in his capacity as such director or officer;
except as may be required by law.
NINTH: The Corporation shall indemnify its directors and officers to
the fullest extent required or permitted by law or as may be otherwise
provided for in the By-laws of the Corporation."
FOURTH: These Articles of Amendment and Restatement include all
provisions of the Charter of the Corporation as currently in effect.
FIFTH: Prior to the filing of these Articles of Amendment and
Restatement, the Corporation had the authority to issue Five Thousand (5,000)
shares of common stock, with $1.00 par value per share, having an aggregate par
value of Five Thousand Dollars ($5,000.00). Subsequent to the filing of these
Articles of Amendment and Restatement, the Corporation shall have the authority
to issue One Million (1,000,000) shares of common stock, having an aggregate
par value of Ten Thousand Dollars ($10,000.00), Five Hundred Thousand (500,000)
shares of which are Class A Voting
4
5
Common Stock with $.01 par value per share and Five Hundred Thousand (500,000)
shares of which are Class B Non-Voting Common Stock with $.01 par value per
share.
SIXTH: By written consent, pursuant to and in accordance with
Section 2-408(c) of the Corporations and Associations Article of the Annotated
Code of Maryland, the sole member of the Board of Directors of the Corporation
duly adopted as of the 26 day of March, 1995, a resolution in which was set
forth the foregoing Articles of Amendment and Restatement declaring that the
said Articles of Amendment and Restatement were advisable and directing that
they be submitted for approval to the sole Stockholder of the Corporation.
On the 26th day of March, 1995, the foregoing Articles of Amendment and
Restatement were approved by written consent of the sole Stockholder of the
Corporation in accordance with Section 2-505 and 4-203 of the Corporations and
Associations Article of the Annotated Code of Maryland.
SEVENTH: Pursuant to Section 4-203 of the Corporations and Associations
Article of the Annotated Code of Maryland, the sole Stockholder of the
Corporation has elected to remove from the Corporation's Charter the election
to be a statutory close corporation.
IN WITNESS WHEREOF, RAPID SYSTEMS SOLUTIONS, INC. has caused these
presents to be signed in its name and on its behalf by its President and
attested by its Secretary on this 26th day of March, 1995, and its President
acknowledges that these Articles of
5
6
Amendment and Restatement are the acts and deeds of RAPID SYSTEMS SOLUTIONS,
INC. and, under the penalties of perjury, that the matters and facts set forth
herein with respect to authorization and approval are true in all material
respects to the best of his knowledge, information and belief.
ATTEST: RAPID SYSTEMS SOLUTIONS, INC.
/s/Melissa P. Roche By: /s/Daniel J. Roche
- ----------------------------- ---------------------------------------
Melissa P. Roche Daniel J. Roche
Secretary President
6
7
ARTICLES OF AMENDMENT
RAPID SYSTEMS SOLUTIONS, INC.
RAPID SYSTEMS SOLUTIONS, INC., a Maryland corporation having its
principal office in Howard County, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Articles of Incorporation of the Corporation are hereby
amended by deleting Article THIRD and FOURTH, and by substituting in lieu
thereof the following:
"THIRD: The post office address of the principal office of the
Corporation in this State is 8850 Stanford Boulevard, Suite 400,
Columbia, Maryland 21045. The name of and post office address of the
Resident Agent of the Corporation in this State are Resagent, Inc., 7 St.
Paul Street, Suite 1400, Baltimore, Maryland 21202. Said Resident Agent
is a Maryland corporation.
FOURTH: The total number of shares of stock of all classes which
the Corporation has authority to issue is Twenty Million (20,000,000)
shares of Common Stock, with a par value of One-Tenth of One Cent
($0.001) per share, and having an aggregate par value of Twenty Thousand
Dollars ($20,000)."
and by deleting Section (4) of Article SIXTH.
SECOND: Prior to the filing of these Articles of Amendment, the
Corporation had authority to issue One Million (1,000,000) shares of capital
stock, of which Five Hundred Thousand (500,000) shares were Class A Voting
Common Stock with $.01 par value per share, and Five Hundred Thousand (500,000)
were Class B Non-Voting Common Stock with $.01 per value per share, and having
an aggregate par value of Ten Thousand Dollars ($10,000). Subsequent to the
filing of these Articles of Amendment, the Corporation shall have authority to
issue Twenty Million (20,000,000) shares of Common Stock, all of one class,
with a par value of One-Tenth of One Cent ($.001). The aggregate par value of
all shares of all classes having par value is Twenty Thousand Dollars
($20,000.00).
THIRD: The manner and basis of implementing the recapitalization
effected by these Articles of Amendment shall be as follows: Upon acceptance
of these Articles of Amendment by the State Department of Assessments and
Taxation of Maryland, each of the outstanding shares of old Class A Common
Stock Corporation shall forthwith be surrendered in exchange for Six Thousand
Nine Hundred Thirty Seven and One-Half
8
(6,937.50) shares of new Common Stock, and each share of Class B Common Stock
shall be surrendered. All shares so surrendered shall be canceled.
FOURTH: The entire Board of Directors of the Corporation has signed a
written consent pursuant to Section 2-408 of the Maryland General Corporation
Law, to which consent the foregoing Articles of Amendment were attached,
declared to be advisable, and directed to be submitted to the sole stockholder
of the Corporation for his consideration and approval.
FIFTH: The sole stockholder of the Corporation has signed a written
consent pursuant to Section 2-505 of the Maryland General Corporation Law, to
which consent the foregoing Articles of Amendment were attached and were
adopted and duly approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, RAPID SYSTEMS SOLUTIONS, INC. has caused these
Articles of Amendment to be signed in its name and on its behalf by its Vice
President and attested by its Secretary this 29th day of December, 1995, and
its Vice President acknowledges under the penalties for perjury that these
Articles of Amendment are the corporate act of the Corporation and that, to the
best of her knowledge, information and belief, the matters and facts set forth
herein are true in all material respects.
ATTEST: RAPID SYSTEMS SOLUTIONS, INC.
/s/Luke Garwood By: /s/Frank L. Chartier
- ------------------------------ -----------------------------------(SEAL)
Luke Garwood, Secretary Frank L. Chartier, Vice President
-2-
9
ARTICLES OF MERGER
Between
RAPID SYSTEMS SOLUTIONS, INC.
(a Maryland corporation, the Surviving Corporation)
and
RIPSUB, INC.
(a Georgia corporation)
---------------------
RAPID SYSTEMS SOLUTIONS, INC., a Maryland corporation (the "Surviving
Corporation") and RIPSUB, INC., a Georgia corporation ("Ripsub"), hereby
certify to the State Department of Assessments and Taxation of Maryland that:
FIRST: Ripsub and the Surviving Corporation agree that Ripsub shall be
merged with and into the Surviving Corporation, which shall continue under the
name of the Surviving Corporation. The names of the Corporations included in
the merger (the "Merger") are as set forth above. The Surviving Corporation was
incorporated under the general laws of the State of Maryland on March 21, 1991.
Ripsub was incorporated under the general laws of the State of Georgia on
February 15, 1996, and is not qualified to do business in Maryland.
SECOND: The principal office of the Surviving Corporation is located at
8850 Stanford Boulevard, Suite 400, Columbia, Howard County, Maryland 21045.
The principal office of Ripsub is located at 2700 Cumberland Parkway, Atlanta,
Georgia 30339. Neither the Surviving Corporation nor Ripsub owns any interest
in land in the State of Maryland, the title to which could be affected by the
recording of an instrument among the land records.
THIRD: The terms and conditions of the Merger set forth in these Articles
of Merger were advised, authorized, and approved by the Surviving Corporation
in the manner and by the vote required by its Charter and the general laws of
the State of Maryland. The manner in which the Merger was approved is set
forth below.
The Board of Directors of the Surviving Corporation adopted resolutions
declaring that the Merger of Ripsub into the Surviving Corporation is advisable
in the form and upon the terms and conditions set forth in these Articles of
Merger and directing the proposed merger be submitted to the Stockholders for
consideration and approval. The resolutions of the Board of Directors were
adopted by a Consent of Directors signed by all of the Directors of the
Surviving Corporation in accordance with Section 2-408 of the Maryland General
Corporation Law on March 12, 1996.
The Stockholders of the Surviving Corporation entitled to vote on the
proposed Merger
-1-
10
approved the Merger, in the form and upon the terms and conditions set forth in
these Articles of Merger, by a Consent of Stockholders signed by all of the
Stockholders of the Surviving Corporation in accordance with Section 2-505 of
the Maryland General Corporation Law on April 4, 1996.
FOURTH: The terms and conditions of the Merger set forth in these
Articles of Merger were advised, authorized, and approved by Ripsub in the
manner and by the vote required by its Charter and the general laws of the
State of Georgia. The manner in which the Merger was approved is set forth
below:
The Merger was duly adopted and approved by the unanimous written consent
of the Board of Directors of Ripsub on March 12, 1996. The Merger was duly
adopted and approved by the unanimous consent of the sole stockholder of Ripsub
on March 12, 1996.
FIFTH: The Charter of the Surviving Corporation shall not be amended as a
result of this Merger. The Surviving Corporation shall continue under its
present Charter, and the present Bylaws. The officers and directors of the
Surviving Corporation shall be the officers and directors of Ripsub upon the
effectiveness of the Merger.
SIXTH: The total number of shares of stock which each of the Corporations
party to these Articles of Merger has authority to issue, the number and par
value of the shares of each class, and the aggregate par value of those
shares of stock are as follows:
(a) Ripsub has authorized one class of capital stock, consisting of
One Thousand (1,000) shares of Common Stock. Each share of Common Stock has a
par value of One Cent ($.01), for an aggregate par value of Ten Dollars
($10.00) for all shares.
(b) The Surviving Corporation has authorized one class of capital
stock, consisting of Twenty Million (20,000,000) shares of Common Stock. Each
share of Common Stock has a par value of One-Tenth of One Cent ($.001), for an
aggregate par value of Twenty Thousand Dollars ($20,000) for all shares.
SEVENTH: At and as of the effective time of the Merger (the "Effective
Time"), each share of the Common Stock of Ripsub issued and outstanding prior to
the Effective Time shall be converted into one (1) share of the Common Stock of
the Surviving Corporation. Subject to the provisions of Article EIGHTH, at and
as of the Effective Time, each share of the Common Stock of the Surviving
Corporation issued and outstanding immediately prior to the Effective Time shall
be converted into the right to receive 11,355 shares of the Common Stock, par
value $.01 per share, of Medaphis Corporation (the "Medaphis Stock"). At or
prior to the Effective Time, Medaphis Corporation ("Medaphis") shall make
available to each record holder who, as of the Effective Time, was a holder of
an outstanding certificate or certificates of the Common Stock of the Surviving
Corporation (the "Certificate" or "Certificates"), a form of letter of
transmittal and instructions for use in effecting the
-2-
11
surrender of the Certificates for payment therefor and conversion thereof.
Delivery shall be effected, and risk of loss and title to the Certificates shall
pass, only upon proper delivery of the Certificates to Medaphis and the form of
letter of transmittal shall so reflect. Upon surrender to Medaphis of a
Certificate, together with the properly completed and executed letter of
transmittal, the holder of such Certificate is entitled to receive in exchange
therefor (a) one or more certificates as requested by the holder (properly
issued, executed and countersigned, as appropriate) representing the number of
whole fully paid and nonassessable shares of Medaphis Stock to which such
Stockholder of the Surviving Corporation is entitled pursuant to this ARTICLE
SEVENTH, and (ii) as to any fractional shares of Medaphis Stock, a check
representing the cash consideration to which such holder is entitled pursuant to
ARTICLE EIGHTH.
EIGHTH: No scrip or fractional shares of Medaphis Stock shall be issued in
the Merger. All fractional shares of Medaphis Stock to which a holder of the
Surviving Corporation's stock immediately prior to the Effective Time of the
Merger would otherwise be entitled shall be aggregated. If a fractional share
results from such aggregation, a stockholder of the Surviving Corporation shall
be entitled to receive from Medaphis an amount in cash in lieu of such
fractional share, based on a price of $48.6815 per share.
NINTH: The Effective Time shall be the date on which these Articles of
Merger are accepted by the State Department of Assessments and Taxation of
Maryland for record.
- 3 -
12
IN WITNESS WHEREOF, these Articles of Merger are hereby signed for and on
behalf of RAPID SYSTEMS SOLUTIONS, INC. by its President, who hereby
acknowledges that these Articles of Merger are the act of that Corporation, and
who hereby states under the penalties for perjury that the matters and facts
set forth herein with respect to authorization and approval of the Merger are
true in all material respects to the best of his or her knowledge, information,
and belief. These Articles of Merger have been signed for and on behalf of
RIPSUB, INC. by its Senior Vice President, who hereby acknowledges that these
Articles of merger are the act of that Corporation, and who hereby states under
the penalties for perjury that the matters and facts set forth herein with
respect to authorization and approval of the Merger are true in all material
respects to the best of his or her knowledge, information, and belief.
ATTEST RAPID SYSTEMS SOLUTIONS, INC.
/s/ Luke Garwood By:/s/ Daniel J. Roche (SEAL)
- -------------------------- --------------------------
Luke Garwood, Secretary Daniel J. Roche, President
ATTEST RIPSUB, INC.
/s/ Peggy B. Sherman By:/s/ Michael R. Cote (SEAL)
- ------------------------------- -------------------------------------
Peggy B. Sherman, Assistant Michael R. Cote, Senior Vice President
Secretary
-4-
13
DOMESTIC CORPORATION
NOTICE OF CHANGE OF PRINCIPAL OFFICE AND RESIDENT AGENT
State Department of Assessments
and Taxation
Baltimore, Maryland
Pursuant to the provisions of Section 2-108 of the Maryland General
Corporation Law, the undersigned Maryland corporation hereby notifies the State
Department of Assessments and Taxation of Maryland:
(1) That under resolution adopted by the Board of Directors of the
corporation on April 4, 1996, a certified copy of which is filed herewith, the
resident agent of the corporation in the State of Maryland has been changed to
The Prentice-Hall Corporation System, Maryland whose post office address is 11
East Chase Street, Baltimore, Maryland 21202. The resident agent so designated
is a corporation of the State of Maryland.
(2) That under resolution adopted by the Board of Directors of the
corporation on April 4, 1996, a certified copy of which is filed herewith, the
principal office of the corporation in the State of Maryland has been changed
from 8850 Stanford Blvd., Suite 400, Columbia, Maryland to 11 East Chase
Street, c/o The Prentice-Hall Corporation System, Maryland, Baltimore, Maryland
21202.
RAPID SYSTEMS SOLUTIONS, INC.
By /s/ William R. Spalding
-----------------------------
(Vice) President
William R. Spalding
Dated: September 24, 1996
14
The undersigned, being the duly elected and acting Secretary of Rapid
Systems Solutions, Inc., hereby certifies that at a meeting of the Board of
Directors duly called and held on April 4, 1996, the following resolutions were
duly adopted and are now in full force and effect:
"RESOLVED, that The Prentice-Hall Corporation System,
Maryland, 11 East Chase Street, Baltimore, Maryland
21202 be and it hereby is designated as Resident Agent
of the corporation in lieu of Resagent, Inc. and that
the proper officer of the corporation is authorized to
file a Notice to that effect.
"FURTHER RESOLVED, that the principal office of the
corporation in the State of Maryland be and it is
hereby changed to 11 East Chase Street, c/o The
Prentice-Hall Corporation System, Maryland, Baltimore,
Maryland 21202 and that the proper officer of the
corporation is authorized to file a Notice to that
effect."
WITNESS my hand and the seal of the corporation this 24th day of
September __, 1996.
(CORPORATE SEAL)
/s/ Peggy B. Sherman
-------------------------------------
Assistant Secretary, Peggy B. Sherman
15
ARTICLES OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
RAPID SYSTEMS SOLUTIONS, INC.
RAPID SYSTEMS SOLUTIONS, INC., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Articles of Incorporation of the Corporation as in effect as
of the date hereof are hereby amended by deleting Article FIRST and by
substituting in lieu thereof the following:
"FIRST: The name of the Corporation (which is hereinafter referred
to as the "Corporation") is BSG Government Solutions, Inc."
SECOND: The entire Board of Directors of the Corporation has signed a\
written consent pursuant to Section 2-408 of the Maryland General Corporation
Law, to which consent these Articles of Amendment were attached and determined
to be advisable and in the best interests of the Corporation and its sole
stockholder.
IN WITNESS WHEREOF, RAPID SYSTEMS SOLUTIONS, INC. has caused these
Articles of Amendment to be signed in its name and on its behalf by its Senior
Vice President and attested by its Assistant Secretary this 1st day of April,
1997, and its Senior Vice President hereby acknowledges under penalties for
perjury that these Articles of Amendment are the corporate act of the
Corporation and that, to the best of his knowledge, information and belief, the
matters and facts set forth herein with respect to authorization and approval
of these Articles of Amendment are true in all material respects.
[CORPORATE SEAL] RAPID SYSTEMS SOLUTIONS, INC.
ATTEST:
By: /s/ William R. Spalding
----------------------------------
William R. Spalding
Senior Vice President
By: /s/ Peggy B. Sherman
-------------------------------
Peggy B. Sherman
Assistant Secretary
Address: BSG Government Solutions, Inc.
3350 Stanford Blvd., Suite 4000
Columbia, MD 21045