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EXHIBIT 3.9
ARTICLES OF INCORPORATION
OF
MEDSUB, INC.
I.
The name of the Corporation is:
MedSub, Inc.
II.
The Corporation shall have authority to issue 1,000 shares of common
stock, and the par value of each share shall be one cent ($.01).
III.
The initial registered office of the Corporation shall be at 2700
Cumberland Parkway, Suite 300, Atlanta, Georgia 30339, in Cobb County. The
initial registered agent of the Corporation shall be Pamela S. Topper, whose
address is 2700 Cumberland Parkway, Suite 300, Atlanta, Georgia 30339.
IV.
The name and address of the incorporator is:
Pamela S. Topper
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
V.
The mailing address of the initial principal office of the Corporation is
2700 Cumberland Parkway, Suite 300, 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
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
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Gene P. Kaczmarski
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
Michael R. Cote
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
VII.
No Director shall have any personal liability to the Corporation or to
its Shareholders for monetary damages for breach of the duty of care or any
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 3rd day of August, 1993.
/s/ Pamela S. Topper
-------------------------------
Pamela S. Topper
Incorporator
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Secretary of State DOCKET NUMBER : 932440042
Business Services and Regulation CONTROL NUMBER : 9317650
Suite 315, West Tower EFFECTIVE DATE : 09/01/1993
2 Martin Luther King Jr. Dr. REFERENCE : 0094
Atlanta, Georgia 30334-1330 PRINT DATE : 09/01/1993
FORM NUMBER : 412
PARANET CORPORATION SERVICES, INC.
DOUGLAS W. JUNKER
3790 SATELLITE BLVD/ SUITE 102
DULUTH, GA 30136
CERTIFICATE OF MERGER AND NAME CHANGE
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::
MEDSUB, INC., a Georgia corporation
Changing its name to:
GOTTLIEB'S FINANCIAL SERVICES, INC.
Nonsurviving Entity/Entities:
GOTTLIEB'S FINANCIAL SERVICES, INC., a Florida corporation
ASSET MANAGEMENT OF JACKSONVILLE, INC., 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
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CERTIFICATE OF MERGER
OF
GOTTLIEB'S FINANCIAL SERVICES, INC. AND
ASSET MANAGEMENT OF JACKSONVILLE, INC.
WITH AND INTO
MEDSUB, INC.
- - - - - - - - - - - - - - -
The undersigned corporation, organized and existing under and by
virtue of the Georgia Business Corporation Code (the "Code"), DOES HEREBY
CERTIFY:
1. Gottlieb's Financial Services, Inc., a Florida corporation, and
Asset Management of Jacksonville, Inc., a Florida corporation, are merging with
and into MedSub, Inc., a Georgia corporation (the "Merger"), and MedSub, Inc.
will be the surviving Georgia corporation following the Merger, using the name
"Gottlieb's Financial Services, Inc."
2. The Articles of incorporation of MedSub, Inc. (the "Articles"), as
amended hereby, will continue after the Merger as the Articles of Incorporation
of the surviving corporation. The Articles are hereby amended by deleting
Article I of the Articles in its entirety and substituting in lieu thereof the
following:
"The name of the Corporation is:
Gottlieb's Financial Services, Inc.
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 Gottlieb's Financial Services, Inc., 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 Gottlieb's Financial Services,
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Inc., by the written consent of the sole shareholder of Asset Management of
Jacksonville, Inc. and by the written consent of the sole shareholder of MedSub,
Inc.
IN WITNESS WHEREOF, MedSub, Inc. has caused its duly authorized officer to
execute and deliver this Certificate of Merger as of the 1st day of September,
1993.
MEDSUB, INC.
By: /s/ Michael R. Cote
------------------------------
Michael R. Cote
Senior Vice President and
Assistant Secretary
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CERTIFICATE OF PUBLICATION
OF
CERTIFICATE OF MERGER
OF
GOTTLIEB'S FINANCIAL SERVICES, INC. AND
ASSET MANAGEMENT OF JACKSONVILLE, INC.
WITH AND INTO
MEDSUB, INC.
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.
MEDSUB, INC.
By: /s/ G. Edward Alexander, Jr.
------------------------------
G. Edward Alexander, Jr.
Vice President and Treasurer
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Secretary of State RESERVATION NUMBER : 932350834
Business Services and Regulation EFFECTIVE DATE : 08/23/1993
Suite 315, West Tower EXPIRATION DATE : 11/21/1993
2 Martin Luther King Jr. Dr. LICENSE NO. : N/A
Atlanta, Georgia 30334-1330 CONSENT ON FILE : N/A
PRINT ON FILE : 08/24/1993
FORM NUMBER : 506
MEDAPHIS CORPORATION
ATTN: MICHELE SCOLLARD
2700 CUMBERLAND AND PKWY., STE. 300
ATLANTA, GA 30339
NAME RESERVATION CERTIFICATE
I, MAX CLELAND, Secretary of State and the Corporation Commissioner of the
State of Georgia, do hereby certify under the seal of my office that the
records of the Secretary of State have been reviewed and the name
GOTTLIEB'S FINANCIAL SERVICES, INC.
is not identical to, and appears to be distinguishable from, the name of any
other existing corporation, limited partnership or professional association on
file pursuant to Title 14 of the Official Code of Georgia Annotated.
This certificate shall be valid for a nonrenewable period of ninety days from
the date of this certificate for profit and nonprofit corporations,
professional associations or limited partnerships. Please submit this original
certificate with any subsequent formation filing for a corporation, limited
partnership or professional association.
Name reservations are not renewable after expiration of the statutory
reservation period stated above.
/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
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Secretary of State DOCKET NUMBER : 942080831
Business Services and Regulation CONTROL NUMBER : 9317650
Suite 315, West Tower EFFECTIVE DATE : 07/27/1994
2 Martin Luther King Jr. Dr. REFERENCE : 0069
Atlanta, Georgia 30334-1530 PRINT DATE : 07/27/1994
FORM NUMBER : 411
MEDAPHIS CORPORATION
MICHELE A. 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 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:
GOTTLIEB'S FINANCIAL SERVICES, INC., a Georgia corporation
Non-Surviving Entity:
SUNMED, INC., 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 HOT LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
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ARTICLES OF MERGER OF
GOTTLIEB'S FINANCIAL SERVICES, INC.
AND
SUNMED, INC.
1. SunMed, Inc., a Georgia corporation ("SunMed"), will merge with and into
Gottlieb's Financial Services, Inc., a Georgia corporation ("GFS"), (the
"Merger"), and GFS 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 SunMed and GFS.
3. The effective date of the merger is July 27, 1994.
GOTTLIEB'S FINANCIAL SERVICES, INC.
By: /s/ Pamela Topper
---------------------------------
[CORPORATE SEAL]
Title: Chairman
--------------------------------
ATTEST:
By: /s/ Pamela Topper
-------------------------------
Title: Secretary
----------------------------
SUNMED, INC.
By: /s/ Pamela Topper
--------------------------------
[CORPORATE SEAL]
Title: Chairman
--------------------------------
ATTEST:
By: /s/ Pamela Topper
-------------------------------
Title: Secretary
----------------------------
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AGREEMENT AND PLAN OF MERGER OF
SUNMED, INC.
WITH AND INTO
GOTTLIEB'S FINANCIAL SERVICES, INC.
This Agreement and Plan of Merger (the "Agreement") is made and entered
into this 27th day of July, 1994 by and between SunMed, Inc., a Georgia
corporation ("SunMed"), and Gottlieb's Financial Services, Inc., a Georgia
corporation ("GFS") (SunMed and GFS being hereinafter sometimes collectively
referred to as the "Constituent Corporations").
Section 1
Merger
1.1 On the Effective Date, SunMed shall be merged with and into GFS, and
GFS (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 SunMed 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 SunMed Common Stock issued and
outstanding immediately prior to the Effective Date or held in the treasury of
SunMed 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 SunMed
Common Stock will, upon surrender of such certificate or certificates, be
entitled to be paid in cash the sum of $1.00 per share.
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Section 3
Directors and Officers
The persons who are directors of GFS 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
GFS, 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 GFS, 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 and the
shareholders of SunMed and GFS as provided by the Georgia Business Corporation
Code. The merger shall become effective upon the date of delivery of the
Articles of Merger to 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.
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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.
Gottlieb's Financial Services, Inc.
By: /s/ Pamela Topper
--------------------------------
(CORPORATE SEAL)
Title: Chairman
ATTEST: -----------------------------
By: /s/ Pamela Topper
--------------------------
Title: Secretary
-----------------------
SunMed, Inc.
By: /s/ Pamela Topper
-------------------------------
(CORPORATE SEAL)
Title: Chairman
ATTEST: -----------------------------
By: /s/ Pamela Topper
--------------------------
Title: Secretary
-----------------------
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CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
SUNMED, INC. WITH AND INTO
GOTTLIEB'S FINANCIAL SERVICES, INC.
The surviving corporation certifies that a Notice of Merger and a
publishing fee of $40.00 have been mailed or delivered to an authorized
newpaper, as required by O.C.G.A., Section 14-2-1105.1(b).
GOTTLIEB'S FINANCIAL SERVICES, INC.
By: /s/ Pamela Topper
--------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
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Secretary of State DOCKET NUMBER : 961240469
Business Information and Services CONTROL NUMBER : 9317650
Suite 315, West Tower EFFECTIVE DATE : 05/03/1996
2 Martin Luther King Jr. Dr. REFERENCE : 0045
Atlanta, Georgia 30334-1530 PRINT DATE : 05/03/1996
FORM NUMBER : 401
KATHY L. SLAYMAN
PARANET CORPORATION SERVICES, INC.
3761 VENTURE DR., STE. 260
DULUTH, GA 30136
CERTIFICATE OF MERGER
I, the Secretary of State of the State of Georgia, do hereby issue this
certificate pursuant to Georgia Law certifying the filing of articles of
merger, fees and required statutory approval regarding the merger of the below
entities, effective as of the date shown above.
Surviving Entity:
GOTTLIEB'S FINANCIAL SERVICES, INC., a Georgia corporation
Nonsurviving Entity/Entities:
MEDICAL MANAGEMENT-COMPUTER SERVICES, INC.
a Michigan corporation
/s/ Lewis A. Massey
--------------------------------------
[SEAL] LEWIS A. MASSEY
SECRETARY OF STATE
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CERTIFICATE OF MERGER
OF
MEDICAL MANAGEMENT-COMPUTER SERVICES, INC.
WITH AND INTO
GOTTLIEB'S FINANCIAL SERVICES, INC.
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Medical Management-Computer Services, Inc., a Michigan corporation
("MMCS"), is merging with and into Gottlieb's Financial Services, Inc., a
Georgia corporation ("GFS") (the "Merger"), and GFS will be the surviving
Georgia corporation following the Merger, using the name "Gottlieb's Financial
Services, Inc."
2. The Articles of Incorporation of GFS (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 Gottlieb's Financial Services, Inc., 2700 Cumberland Parkway,
Suite 300, Atlanta, Georgia 30339.
4. A copy of the Plan of Merger will be furnished by the surviving
corporation, on request and without cost, to any shareholder of any corporation
that is a party to the Merger.
5. The Merger has been duly approved by the written consent of the sole
shareholder of MMCS and by the written consent of the sole shareholder of GFS.
IN WITNESS WHEREOF, GFS has caused its duly authorized offer to execute and
deliver this Certificate of Merger as of the 3rd day of May, 1996.
GOTTLIEB'S FINANCIAL SERVICES, INC.
By: /s/ Michael R. Cote
--------------------------------
Michael R. Cote
Senior Vice President - Finance
and Chief Financial Officer
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GOTTLIEB'S FINANCIAL SERVICES, INC.
CERTIFICATE OF VERIFICATION OF
REQUEST FOR PUBLICATION
Pursuant to Section 14-2-1105.1(a) of the Georgia Business Corporation
Code, Gottlieb's Financial Services, Inc., a Georgia corporation, hereby
verifies that a request for publication of a notice of merger to merge Medical
Management-Computer Services, Inc. with and into Gottlieb's Financial Services,
Inc. 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
3rd day of May, 1996.
GOTTLIEB'S FINANCIAL SERVICES, INC.
By: /s/ Peggy Sherman
----------------------------------
Peggy P. Sherman
Vice President, Associate General
and Assistant Secretary