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EXHIBIT 3.11
ARTICLES OF INCORPORATION
OF
TPAC, INC.
(a close corporation under Title 4 of the
Corporations and Associations Article of the
Annotated Code of Maryland)
FIRST: The undersigned, Charles E. Fenton, whose post office address
is 10 light Street, Baltimore, Maryland, 21202 being at least eighteen (18)
years of age, does hereby form a corporation under the general laws of the State
of Maryland.
SECOND: The name of the corporation (hereinafter called the
"Corporation") is
TPAC, INC.
THIRD: The Corporation shall be a "Close Corporation" as defined and
authorized by Title 4 of the Corporations and Associations Article of the
Annotated Code of Maryland.
FOURTH: The purposes for which the Corporation is formed are to carry
out and conduct accounts receivable management services and related services and
to exercise all the powers, rights and privileges granted to corporations under
the general laws of Maryland, including, but not limited to, anything permitted
in Section 2-103 of the Corporations and Associations Article of the Annotated
Code of Maryland, as amended from time to time; and to engage in such business
and transactions which the stockholders shall deem advisable.
FIFTH: The post office address of the principal office of the
Corporation in Maryland is 1900 Sulphur Spring Road, Baltimore, Maryland, 21227.
The name and post office address
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of the resident agent of the Corporation in Maryland are Dennis A. Pryor, 1900
Sulphur Spring Road, Baltimore, Maryland, 21227. Said agent is a citizen of
Maryland and actually resides therein.
SIXTH: The total number of shares of stock which the Corporation has
authority to issue is 100,000 shares of the par value of one dollar a share, all
of one class designated as Common Stock, and with an aggregate par value of
100,000 dollars.
SEVENTH: Conditions of and restrictions in the transfer of any share
or shares of stock in this Corporation shall be governed by those provisions set
forth in Section 4-503 of the said Corporations and Associations Article and
related sections of said Article, as amended from time to time.
EIGHTH: After completion of the organization meeting of the director
and the issuance of one or more shares of the stock of the Corporation, the
Corporation shall have no board of directors. Until such time, the Corporation
shall have one director whose name is Dennis A. Pryor.
NINTH: The following provisions are hereby adopted for the purposes of
defining, limiting and regulating the powers of the Corporation and
stockholders:
(1) The Corporation and its stockholder shall be empowered and
authorized to exercise all the rights and privileges conferred
upon a close corporation under Title 4 of the Corporations and
Associations Article of the Annotated Code of Maryland or as the
same may be amended from time to time, including without
limitation the authority to enter into one or more unanimous
stockholders' agreements as authorized by Section 401 under said
Title.
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(2) Upon the dissolution of the board of directors pursuant to Article
EIGHTH of these Articles of Incorporation, the stockholders, by
their direct action, shall manage the business and affairs of the
corporations and otherwise assume those powers and
responsibilities of directors as provided under Section 4-303 of
the said Corporations and Associations Article.
TENTH: The duration of this Corporation shall be perpetual.
IN WITNESS WHEREOF, I do hereby acknowledge these Articles of
Incorporation to be my act this 6th day of October, 1976.
/s/ CHARLES E. FENTON
-------------------------
Charles E. Fenton
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ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
MEDICAL MANAGEMENT SCIENCES, INC.
On December 16, 1985, all of the Directors and all of the Shareholders of
the Corporation found that the following proposed amendment of its Articles of
Incorporation was in the best interests of the Corporation, and all of said
Directors and Shareholders unanimously consented to the following proposed
amendment pursuant to Title I of the Code of Maryland.
ARTICLE SIX
The total number of shares of stock which the Corporation has authority to
issue is 10,000 shares of the par value of one dollar a share, all of one class
designated as Common Stock, and with an aggregate par value of 10,000 dollars.
The number of shares of stock which the Corporation has outstanding on
December 16, 1985, the number of shares entitled to vote on the proposed
amendment, and the number of shares that voted for and against the amendment
are as follows:
Common shares outstanding................................. 10,000
Common shares entitled to vote............................ 10,000
Common shares voting, FOR................................. 10,000
Common shares voting, AGAINST............................. 0
Executed in the name of the Corporation by its President and Secretary who
declare under the penalties of perjury that the facts herein are true.
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Dated: December 16, 1985 Medical Management Sciences, Inc.
By:/S/
------------------------------
President
By:/S/
------------------------------
Secretary
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AGREEMENT AND ARTICLES OF MERGER
MERGING
MANAGED IMAGING, INC.
(a Corporation of the State of Delaware)
Into
MEDICAL MANAGEMENT SCIENCES, INC.
(a Close Corporation which has no Board of Directors
under Title 4 of the Corporations and Associations
Article of the Annotated Code of the State of Maryland)
AGREEMENT AND ARTICLES OF MERGER, dated as of December 29, 1995, made by
and between Medical Management Sciences, Inc., a close corporation organized and
existing under the laws of the State of Maryland ("MMS"), and Managed Imaging,
Inc., a corporation organized and existing under the laws of the State of
Delaware ("MII").
The parties agree as follows:
FIRST: MII shall be merged into MMS. Following the merger the separate
corporate existence of MII shall cease and MMS shall continue as the surviving
corporation (the "Surviving Corporation"). The terms and conditions of the
merger and the mode of carrying the same into effect are as herein set forth in
this Agreement and Articles of Merger.
SECOND: The parties to this Agreement and Articles of Merger are Medical
Management Sciences, Inc., a close corporation organized and existing under the
laws of the State of Maryland and Managed Imaging, Inc., a corporation
incorporated on the 20th day of October, 1993, under the General Corporation
Law of the State of Delaware, which corporation was qualified to do business in
the State of Maryland on the 3rd day of December, 1993.
THIRD: The articles of incorporation and by-laws of MMS as in effect on
the ????? date of the merger shall be the charter and by-laws of the Surviving
Corporation. The officers of MMS on the effective date of the merger shall be
the officers of the Surviving Corporation and the ????? of their resignation
or removal or until their successors are duly elected and qualified.
FOURTH: The total number of shares of capital stock of all classes which
MMS has authority to issue is 10,000 shares of common stock, par value $1.00 per
share (aggregate par value of $10,000). The total number of shares of capital
stock of all classes which MII has authority to issue is 1,500 shares of common
stock with no par value.
FIFTH: The manner and basis of converting or exchanging the outstanding
shares of the capital stock of the constituent corporations into the shares or
other securities of the Surviving Corporation shall be as follows:
Each issued and outstanding share of the capital stock of MII shall be
converted into and become one-hundredth of one fully paid and nonassessable
share of common stock, par value $1.00 per share, of the Surviving Corporation.
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(b) Each issued and outstanding share of common stock, par value
$1.00 per share of MMS shall remain outstanding as one share of common
stock, par value $1.00 par share, of the Surviving Corporation.
SIXTH: The principal office of MMS is located in the County of Baltimore,
State of Maryland. The principal office of MII is located in the County of
Baltimore, State of Maryland. MII owns no real property in the State of
Maryland.
SEVENTH: The terms and conditions of the transaction set forth in this
Agreement and Articles of Merger were duly advised, authorized, and approved by
MMS and MII in the manner and by the vote required by its charter and the laws
of the state where it is organized. The manner in which the merger was approved
is set forth below.
EIGHTH: The merger was duly approved by the stockholders of MMS by
unanimous written consent signed in accordance with Section 2-505 of the
Corporations and Associations Article of the Annotated Code of Maryland,
effective as of December 28, 1995.
NINTH: The terms and conditions of the transaction of merger as set forth
in this Agreement and Articles of Merger were approved by MII in the following
manner.
The merger to be effected by this Agreement and Articles of Merger was duly
advised, authorized and approved by MII, in the manner and by the vote required
by the laws of the State of Delaware and by the certificate of incorporation of
MII.
TENTH: The merger is intended to be a reorganization within the meaning of
Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"), and
this Agreement and Articles of Merger is intended to be a "plan of
reorganization" within the meaning of the regulations promulgated under Section
368 of the Code.
ELEVENTH: The Surviving Corporation may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of MII, as
????? for enforcement of any obligations of the Surviving Corporation arising
from the merger, including any suit or other proceeding to enforce the right of
any stockholder as determined in appraisal proceedings pursuant to the
provisions of Section 262 of the General Corporation Law of the State of
Delaware, and it does hereby irrevocably appoint the Secretary of State of the
State of Delaware as its agent to accept service of process in any such suit or
other proceeding. The address to which a copy of such process shall be mailed by
the Secretary of State is Medical Management Sciences, Inc., 7135 Windsor
Boulevard, Baltimore, Maryland 21244, Attention: Corporate Secretary.
TWELFTH: This Agreement and Articles of Merger shall be filed in the
office of the State Department of Assessments and Taxation, State of Maryland,
and in the office of the Secretary of State of the State of Delaware, and a copy
duly certified by the Secretary of State of the State of Delaware shall be
recorded in the office of the recorder of deeds for Sussex County and upon
filing of this Agreement and Articles of Merger in the office of the State
Department of Assessments and Taxation, State of Maryland, and in the office of
the Secretary of State of Delaware, the merger herein provided for shall be
effective.
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IN WITNESS WHEREOF, Managed Imaging, Inc. and Medical Management
Sciences, Inc., the corporation parties to the merger, have caused this
Agreement and Articles of Merger to be signed in their respective corporate
names and on their behalf by their respective presidents or vice-presidents and
witnesses or attested by their respective secretaries or assistant secretaries
as of the day and year first written.
MANAGED IMAGING, INC.
By /s/ Darcy P. Pollack
----------------------
Name: Darcy P. Pollack
Title: President
Attest,
/s/ James F. Thacker
- ------------------------------
Name: James F. Thacker
Title: Secretary and Treasurer
MEDICAL MANAGEMENT SCIENCES, INC.
By /s/ William J. DeZonia
--------------------------
Name: William J. DeZonia
Title: President
Attest,
/s/ James F. Thacker
- ------------------------------
Name: James F. Thacker
Title: Secretary and Treasurer
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THE UNDERSIGNED, President of Managed Imaging, Inc., who executed on
behalf of said corporation the foregoing Agreement and Articles of Merger, of
which this certificate is made a part, hereby acknowledges, in the name on
behalf of said corporation, the foregoing Agreement and Articles of Merger to be
the corporate act of said corporation and further certifies that, to the best of
the undersigned's knowledge, information and belief, the matters and facts set
forth therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.
/s/ Darcy P. Pollack
--------------------
Darcy P. Pollack
THE UNDERSIGNED, President of Medical Management Sciences Inc., who
executed on behalf of said corporation the foregoing Agreement and Articles of
Merger, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation, the foregoing Agreement and Articles of
Merger to be the corporate act of said corporation and further certifies that to
the best of the undersigned's knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/ William J. DeZonia
-----------------------
William J. DeZonia
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I, James F. Thacker, Secretary of Managed Imaging, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary, and under the seal of the corporation, that the Agreement
and Articles of Merger to which this certificate is attached was duly submitted
to the stockholders of said corporation, for the purpose of considering and
taking action upon the proposed Agreement and Articles of Merger; that 100
shares of stock of said corporation were on said date issued and outstanding;
that the holders of 100 shares voted by unanimous written consent in favor of
the approval, no shares voted against the same, the said affirmative vote
representing 100% of the shares of each class of the outstanding capital stock
of said corporation, and that thereby the Agreement and Articles of Merger was
duly adopted as the act of the stockholders of said corporation and the duly
adopted agreement of said corporation.
/s/ James F. Thacker
--------------------------------------
JAMES F. THACKER
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ARTICLES OF MERGER
OF
CARSUB, INC.
WITH AND INTO
MEDICAL MANAGEMENT SCIENCES, INC.
Pursuant to Section 3-109 of the Maryland General Corporation Law (the
"MGCL"), each of the undersigned corporations adopts the following Articles of
Merger for the purpose of merging into a single corporation:
ARTICLE 1.
PARTIES TO THE MERGER; SURVIVING CORPORATION
Pursuant to that certain Merger Agreement, dated as of the 29th day of
December, 1995 (the "Merger Agreement"), by and among Medical Management
Sciences, Inc., a Maryland corporation ("MMS"), Medaphis Corporation, a Delaware
corporation ("Medaphis"), and CarSub, Inc., a Georgia corporation and a wholly
owned subsidiary of Medaphis ("CarSub"), each of the parties to these Articles
of Merger herewith agrees to merge into a single corporation.
(a) MMS was incorporated as a close corporation which has no Board of
Directors under Title 4 of the Corporations and Associations Article of the
Annotated Code.
(b) CarSub was incorporated under the general laws of the State of
Georgia on December 21, 1995 and is not qualified to do business in
Maryland.
(c) The surviving corporation upon completion of the merger (the
"Surviving Corporation") shall be MMS.
ARTICLE 2.
PRINCIPAL OFFICE; MARYLAND REAL PROPERTY
Section 2.1. CarSub has its principal office in the State of Georgia and
owns no interest in any land located in the State of Maryland.
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Section 2.2. MMS has its principal office in the County of Baltimore in
the State of Maryland. MMS owns no interest in any land located in the State of
Maryland.
Section 2.3. The name and address of the resident agent in the State of
Maryland of the Surviving Corporation is Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21202.
ARTICLE 3.
APPROVAL OF THE MERGER
The terms and conditions of the merger set forth in these Articles of
Merger were duly advised, authorized and approved by each of the parties to the
merger in the manner and by the vote required by the Charter of each party and
by the laws of the State where each party is organized.
(a) The Merger Agreement was duly adopted and approved by the unanimous
written consent of the stockholders of MMS on December 29, 1995.
(b) The Merger Agreement was duly adopted and approved by the unanimous
written consent of the Board of Directors of CarSub on December 29,
1995. The Merger Agreement was duly adopted and approved by the
unanimous written consent of the sole shareholder of CarSub on
December 29, 1995.
ARTICLE 4.
STOCK
Section 4.1. MMS is authorized to issue 10,000 shares of Common Stock,
par value $1.00 per share ("MMS Stock"), with aggregate par value of $10,000.
Section 4.2. CarSub is authorized to issue 1,000 shares of Common Stock,
par value $.01 per share ("CarSub Stock"), with an aggregate par value of
$10.00.
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ARTICLE 5
PLAN OF MERGER
--------------
Section 5.1. Surviving Corporation. Subject to the provisions of the
Merger Agreement, the Georgia Business Corporation Code (the "GBCC") and the
MGCL, at the Effective Time (as hereinafter defined), CarSub shall be merged
with and into MMS and the separate corporate existence of CarSub shall cease.
MMS shall be the surviving corporation in the Merger (hereinafter sometimes
called the "Surviving Corporation") and shall continue its corporate existence
under the laws of the State of Maryland. The Merger shall have the effects set
forth in Section 3-114 of the MGCL.
Section 5.2. Effective Time. If all the conditions set forth in Article
6 of the Merger Agreement shall have been fulfilled or waived in accordance
with the terms thereof and the Merger Agreement shall not have been terminated
in accordance with Article 8 thereof, the parties thereto shall cause the
Georgia Certificate of Merger to be properly executed and filed with the
Secretary of State of the State of Georgia and these Maryland Articles of
Merger to be properly executed and filed with the Maryland Department of
Assessments and Taxation and the Merger shall become effective thereupon. The
date and time when the Merger becomes effective is herein referred to as the
"Effective Time."
Section 5.3. Effect of Merger. As of the Effective Time, by virtue of
the Merger and without any action on the part of any holder thereof, each share
of MMS Stock issued and outstanding immediately prior to the Effective Time
shall be converted into the right to receive 601.3229104 shares of common
stock, par value $.01 per share, of Medaphis ("Medaphis Stock"), each share of
MMS Stock that is held in the treasury of MMS shall be cancelled and retired
and all rights in respect thereof shall cease to exist without any conversion
thereof or payment of any consideration therefor and thereafter, each share of
CarSub Stock shall be converted into one share of MMS Stock.
Section 5.4. Method of Exchange. As of the Effective Time Medaphis will
make available to each MMS stockholder who, as of the Effective Time, was a
holder of an outstanding certificate or certificates which immediately prior to
the Effective Time represented shares of MMS Stock (the "Certificates"), a form
of letter of transmittal and instructions for use in effecting the surrender of
the Certificates for payment therefor. 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 such letter of
transmittal duly executed, Medaphis shall deliver to the holder of such
Certificate 601.3229104 shares of Medaphis Stock
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for each share of MMS Stock represented by such Certificate, and the
Certificate so surrendered shall forthwith be canceled. No interest will be
paid or accrued on the purchase price payable upon the surrender of the
Certificates. From the Effective Time until surrender in accordance with the
provisions of Section 5.4 of the Merger Agreement, each Certificate shall
represent for all purposes only the right to receive the consideration provided
for in the Merger Agreement.
Section 5.5. Counterparts. These Articles of Merger may be executed in
any number of counterparts, each of which shall constitute an original but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused these Articles of
Merger to be signed and sealed in their respective names and on their
respective behalf, this the 29th day of December, 1995.
CARSUB, INC.
[Corporate Seal] By: /s/ Michael R. Cote
---------------------------------
Michael R. Cote
Senior Vice President -- Finance,
Attest: Chief Financial Officer and
Secretary
By: /s/
--------------------------------
Title: Senior Vice President --
Administration, General
Counsel and Secretary
MEDICAL MANAGEMENT SCIENCES, INC.
[Corporate Seal] By: /s/ William DeZonia
---------------------------------
William DeZonia
President
Attest:
By: /s/
--------------------------------
Title:
-------------------------
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VERIFICATION
THE UNDERSIGNED, Co-Chairman of CarSub, Inc., a Georgia corporation, who
executed on behalf of said corporation the foregoing Articles of Merger, of
which this Certificate is made a part, to be the corporate act of said
corporation and further certifies that, to the best of his knowledge,
information and belief, the matters set forth therein are true in all material
respects, under the penalties of perjury.
/s/ RANDOLPH G. BROWN
-------------------------
Co-Chairman, Randolph G. Brown
THE UNDERSIGNED, President of Medical Management Sciences, Inc., a
Maryland corporation, who executed on behalf of said corporation the foregoing
Articles of Merger, of which this Certificate is made a part, to be the
corporate act of said corporation and further certifies that, to the best of his
knowledge, information and belief, the matters set forth therein are true in all
material respects, under the penalties of perjury.
/s/ WILLIAM DEZONIA
--------------------------
President, William DeZonia
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EXHIBIT A
ARTICLES OF MERGER
BETWEEN
EXECUTIVE FINANCIAL RESOURCES, INC. (VA. CORP)
AND
CONVENIENT CARE MANAGEMENT INC. (VA. CORP)
MERGING INTO
MEDICAL MANAGEMENT SCIENCES, INC. (MD. CORP) SURVIVOR
approved and received for record by the State Department of Assessments and
Taxation of Maryland December 27, 1983 at 9:05 o'clock AM, as in conformity with
law and ordered recorded.
002242
----------------
Recorded in Liber 2629, folio, one of the Charter Records of the State
Department of Assessments and Taxation of Maryland
----------------
Bonus tax paid $____________ Recording fee paid $20.00 Special Fee paid
$_________
----------------
To the clerk of the circuit Court of Baltimore County
IT IS HEREBY CERTIFIED, that the within instrument, together with all
endorsements thereon, has been received, approved and recorded by the State
Department of Assessments and Taxation of Maryland.
AS WITNESS my hand and seal of the said Department at Baltimore.
[SEAL]
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ARTICLES OF MERGER
MERGING
EXECUTIVE FINANCIAL RECOURSE, INC.
AND
CONVENIENT CARE MANAGEMENT, INC.
INTO
MEDICAL MANAGEMENT SCIENCES, INC.
(a close corporation under Title 4 of the Corporations, and Associations Article
of the Annotated code of Maryland)
Section 1 Executive Financial Resources, Inc., and Convenient Care
Management, Inc., (Corporations of the State of Virginia) both wholly owned
subsidiaries of Medical Management Sciences, Inc., and Medical Management
Sciences, Inc., (a close corporation under Title 4 of the Corporations and
Associations Article of the Annotated Code of Maryland), agree that Executive
Financial Resources, Inc., and Convenient Care Management, Inc., shall be merged
into Medical Management Sciences, Inc., upon and subject to the terms and
conditions and in the manner set forth in these Articles of Merger.
Section 2. Executive Financial Resources, Inc., and Convenient Care
Management, Inc., shall be merged into Medical Management Sciences, Inc., and
such merger shall become effective as of the date of the filing of these
Articles, the separate existence of Executive Financial Resources, Inc., and
Convenient Care Management, Inc., (hereinafter referred to collectively as the
Merged Corporations) shall cease and Medical Management Sciences, Inc.,
(hereinafter referred to collectively as the Merged Corporations) shall cease
and Medical Management Sciences, Inc., (hereinafter referred to as the Surviving
Corporation) shall continue in existence as the surviving corporation under the
charter and by-laws of the surviving
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Corporation without amendment thereof and shall continue to be governed by the
laws of Maryland under which it was formed.
Section 3. Executive Financial Resources, Inc., was incorporated under the
general laws of the Commonwealth of Virginia on July 23, 1982 and was qualified
to do business in the State of Maryland on May 9, 1983. Convenient Care
Management, Inc., was incorporated under the general laws of the Commonwealth of
Virginia on August 31, 1983. The Surviving Corporation was incorporated under
the general laws of the State of Maryland on October 6, 1976.
Section 4. The total number of shares of all classes of stock which
Executive Financial Resources, Inc., has authority to issue is 15,000 shares of
capital stock of the par value of $1.00 each, having an aggregate par value of
$15,000. The total number of shares of all classes of stock which Convenient
Care Management, Inc., has authority to issue is 25,000 shares of capital stock
of the par value of $1.00 each, having an aggregate par value of $25,000. The
total number of shares of all classes of stock which the Surviving Corporation
has authority to issue 100,000 shares of Common Stock of the par value of $1.00
each, having an aggregate value of $100,000.00.
Section 5. The manner and basis of converting or exchanging issued stock
of the Merged Corporations shall be as follows:
(a) Each share of the Common Stock, par value $1.00 per share of the
Surviving Corporation issued and outstanding shall remain outstanding as one
share of the Common Stock of the surviving corporation.
(2)
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(b) Each share of the Merged Corporations issued and outstanding shall be
retired and cancelled.
Section 6. The principal offices of Executive Financial Resources, Inc.,
is located in the City of Richmond, Virginia and the County of Baltimore, State
of Maryland. The principal office of Convenient Care Management, Inc., is
located in the City of Richmond, Virginia. The principal office of the
Surviving Corporation is located in the County of Baltimore, State of Maryland.
The merged corporations own no real property in the State of Maryland.
Section 7. The terms and conditions of the transaction set forth in these
articles were duly advised by the Board of Directors and authorized and approved
by the sole stockholder of the Merger Corporations and were authorized and
approved by the stockholders of the Surviving Corporation (a close corporation
which has no Board of Directors) in the manner and by the vote required by the
Corporations and Associations Article of the Annotated Code of Maryland.
IN WITNESS WHEREOF, the Merger Corporations and the Surviving Corporation,
the corporations parties to the merger, have caused these Articles to be signed
in their respective corporate names and on their behalf by their respective
Presidents who hereby acknowledge these Articles to be the corporate acts of
their respective corporation as of the 12th day of December, 1983, and under
penalty of perjury, acknowledge all material facts herein are true.
(3)
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ATTEST: MEDICAL MANAGEMENT SCIENCES, INC.
/s/ By /s/ (SEAL)
- ----------------------------- ------------------------------
Secretary President
ATTEST: EXECUTIVE FINANCIAL RESOURCES, INC.
/s/ By /s/ (SEAL)
- ------------------------------ ------------------------------
Secretary President
ATTEST: CONVENIENT CARE MANAGEMENT, INC.
/s/ By /s/ (SEAL)
- ------------------------------ ------------------------------
Secretary President
(4)
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ARTICLES OF MERGER
MERGING
MEDICAL MANAGEMENT SCIENCES, INC. (MD. CORP.)
INTO
TPAC, INC. (MD. CORP.) Survivor
Changing its name to:
MEDICAL MANAGEMENT SCIENCES, INC.
approved and received for record by the State Department of Assessments and
Taxation of Maryland June 23, 1997 at 11:00 o'clock A. M. as in conformity with
law and ordered recorded.
Recorded in Liber 2388, folio 002338, one of the Charter Records of the State
Department Assessments and Taxation of Maryland
Bonus tax paid $_________Recording fee paid $15.00 Specific fee paid $________
To the clerk of the Circuit Court of Baltimore County
IT IS HEREBY CERTIFIED, that within instrument, together with all
endorsements thereon, has been received, approved and recorded by the
State Department of Assessments and Taxation of Maryland.
AS WITNESS my hand and seal of the said Department of Baltimore.
[SEAL]
23
ARTICLES OF MERGER AND AMENDMENT
MERGING
MEDICAL MANAGEMENT SCIENCES, INC.
INTO
TPAC, INC.
(a close corporation under Title 4 of the
Corporations and Associations Article of the
Annotated Code of Maryland)
AND
CHANGING THE NAME OF
TPAC, INC.
TO
MEDICAL MANAGEMENT SCIENCES, INC.
Section 1. Medical Management Sciences, Inc., a wholly owned subsidiary
of TPAC, Inc., and TPAC, Inc., (a close corporation under Title 4 of the
Corporations and Associations Article of the Annotated Code of Maryland),
corporations of the State of Maryland agree that Medical Management Sciences,
Inc., shall be merged into TPAC, Inc., upon and subject to the terms and
conditions and in the manner set forth in these Articles of Merger.
Section 2. Medical Management Sciences, Inc., shall be merged into TPAC,
Inc., and such merger shall become effective as of as of the date of filing of
these Articles of Merger. When the merger becomes effective, the separate
existence of Medical Management Sciences, Inc., (hereinafter referred to as the
Merged Corporation) shall cease and TPAC, Inc., (hereinafter referred to as the
Surviving Corporation) shall continue in existence as the surviving corporation
under the charter and by-laws
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of the Surviving Corporation without amendment thereof except as provided herein
and shall continue to be governed by the laws of Maryland under which it was
formed.
Section 3. The Merged Corporation was incorporated under the general laws
of the State of Maryland on February 22, 1977. The Surviving Corporation was
incorporated under the general laws of the State of Maryland on October 6, 1976.
Section 4. The total number of shares of all classes of stock which the
Merged Corporation has authority to issue is 100,000 shares of capital stock of
the par value of $1.00 each, having a aggregate par value of $100,000. The
total number of shares of all classes of stock which the Surviving Corporation
has authority to issue is 100,000 shares of Common Stock of the par value of
$1.00 each, having an aggregate par value of $100,000.
Section 5. The manner and basis of converting or exchanging issued stock
of the Merged Corporation shall be as follows:
(a) Each share of the Common Stock, par value $1.00 per share of the
Surviving Corporation issued and outstanding shall remain outstanding as one
share of the Common Stock of the surviving corporation.
(b) Each share of the Merged Corporation issued and outstanding shall be
retired and cancelled.
Section 6. The principal office of the Merged Corporation is located in
the County of Baltimore, State of Maryland. The principal office of the
Surviving Corporation is located in the
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County of Baltimore, State of Maryland. The merged corporation owns no real
property in the State of Maryland.
Section 7. The terms and conditions of the transaction set forth in these
articles were duly advised by the Board of Directors and authorized and
approved by the sole stockholder of the Merged Corporation and were authorized
and approved by the sole stockholder of the Surviving Corporation (a close
corporation which has no board of directors) in the manner and by the vote
required by the Corporations and Associations Article of the Annotated Code of
Maryland.
Section 8. The charter of the Surviving Corporation is hereby amended by
adding a new Article Eleventh set forth below and by striking out Articles
Second, Fourth and Fifth thereof
"SECOND: The name of the Corporation (hereinafter called the
"Corporation") is
MEDICAL MANAGEMENT SCIENCES, INC.
"FOURTH: The Corporation is formed for the purposes of providing
facilities management and related services for physicians, health care
organizations and other professional organizations and to engage in any
other lawful trades, business or activities as the stockholders may from
time to time determine and the Corporation shall have all the general
powers granted by law to corporations of the State of Maryland and all
other powers necessary or appropriate to such purposes not specifically
prohibited by law.
"FIFTH: The post office address of the principal office of the
Corporation in Maryland is The Beltway Landmark Building, 913D Landsdowne
Road, Baltimore, Maryland 21227. The name and post office address of the
resident agent of the Corporation in Maryland are Charles F. Fenton, 10
Light Street, Baltimore, Maryland 21202. Said resident agent is a citizen
of Maryland and actually resides therein.
"ELEVENTH: The corporation shall indemnify all persons permitted to
be indemnified by Section 2-418 of the Corporations and Associations
Article of the Maryland Annotated.
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26
code to the fullest extent now (or hereafter) permitted therein except that
the Corporation may but shall not be required to purchase or maintain
insurance on behalf of such persons as permitted in Subsection (h) of
Section 2-418 of the Corporations and Associations Article.
The amendments set forth above were approved by the sole stockholder of the
Surviving Corporation (a close corporation which has no board of directors).
IN WITNESS WHEREOF, the Merged Corporation and the Surviving Corporation,
the corporations parties to the merger have caused these Articles to be signed
in their respective corporate names and on their behalf by their respective
Presidents who hereby acknowledge these Articles to be the corporate acts of
their respective corporation as of the 21st day of June, 1997, herein are true.
ATTEST: MEDICAL MANAGEMENT SCIENCES, INC.
/s/ By /s/ (SEAL)
- -------------------------------- ------------------------------
Secretary President
ATTEST: TPAC, INC.
/s/ By /s/ (SEAL)
- -------------------------------- ------------------------------
Secretary President
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