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EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF
MEDAPHIS SYSTEMS INNOVATION CORPORATION
I.
The name of the Corporation is Medaphis Systems Innovation Corporation.
II.
The aggregate number of shares that the Corporation shall have authority
to issue is 1,000, all of which shall be shares of common stock, par value
$0.01 per share.
III.
The initial Board of Directors of the Corporation shall consist of four
(4) members, whose names and addresses are as follows:
Randolph G. Brown Timothy J. Kilgallon
2700 Cumberland Parkway, Suite 300 2700 Cumberland Parkway, Suite 300
Atlanta, Georgia 30339 Atlanta, Georgia 30339
Michael R. Cote Glen Lang
2700 Cumberland Parkway, Suite 300 2700 Cumberland Parkway, Suite 300
Atlanta, Georgia 30339 Atlanta, Georgia 30339
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IV.
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.
V.
The address of the initial registered office of the Corporation shall be
2700 Cumberland Parkway, Suite 300, Atlanta, Georgia 30339. The initial
registered agent of the Corporation at such address shall be Pamela S. Topper.
VI.
The name and address of the Incorporator is Pamela S. Topper, 2700
Cumberland Parkway, Suite 300, Atlanta, Georgia 30339.
VII.
The mailing address of the initial principal office of the Corporation is
2700 Cumberland Parkway, Suite 300, Atlanta, Georgia 30339.
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IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation this 15th day of August, 1995.
/s/ Pamela S. Topper
-------------------------------
Pamela S. Topper
Incorporator
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DOCKET NUMBER : 952700379
Secretary of State CONTROL NUMBER : 9524379
Business Information and Services EFFECTIVE DATE : 09/27/1995
Suite 315, West Tower REFERENCE : 0097
2 Martin Luther King Jr. Dr. PRINT DATE : 09/27/1995
Atlanta, Georgia 30334-1530 FORM NUMBER : 0611
PARANET CORPORATION SERVICES INC.
KATHY SLAYMAN
3761 VENTURE DRIVE, STE 260
DULUTH, GA 30136
CERTIFICATE OF NAME CHANGE AMENDMENT
I, MAX CLELAND, Secretary of State and the Corporation Commissioner of the
State of Georgia, do hereby certify under the seal of my office that
MEDAPHIS SYSTEMS INNOVATION CORPORATION
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the office of the Secretary of State
changing its name to
MEDAPHIS SYSTEMS CORPORATION
and has paid the required fees as provided by Title 14 of the Official Code of
Georgia Annotated. Attached hereto is a true and correct copy of said articles
of amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
/s/ Max Cleland
---------------------------
[SEAL] MAX CLELAND
SECRETARY OF STATE
CORPORATIONS 656-2817; CORPORATIONS HOT-LINE 404-656-2222 (Outside
Metro-Atlanta)
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ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MEDAPHIS SYSTEMS INNOVATION CORPORATION
I.
The name of the Corporation is Medaphis Systems Innovation Corporation.
II.
The amendment to the Corporation's Articles of Incorporation is to amend
Article I of the Articles of Incorporation so that Article I shall hereafter be
as follows:
"I.
The name of the Corporation is Medaphis Systems Corporation."
III.
Said amendment was adopted by the Board of Directors of the Corporation as
of September 25, 1995.
IV.
Said amendment was duly adopted by the Board of Directors without
shareholder action in accordance with Code Section 14-2-1002(6) of the Georgia
Business Corporation Code.
V.
The Corporation certifies that a notice of intent to file Articles of
Amendment to change the name of the Corporation and a publishing fee of $40.00
have been mailed or otherwise delivered to an authorized newspaper, as required
by law.
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IN WITNESS WHEREOF, Medaphis Systems Innovation Corporation has caused
these Articles of Amendment to be executed, its corporate seal to be affixed,
and its seal and the execution hereof to be attested to by its duly authorized
officers, this 25th day of September, 1995.
MEDAPHIS SYSTEMS
INNOVATION CORPORATION
By: /s/ Michael R. Cote
-----------------------------------
Michael R. Cote
Senior Vice President - Finance and
Administration and Chief Financial
Officer
(Corporate Seal)
Attest:
By: /s/ Peggy B. Sherman
--------------------
Peggy B. Sherman
Assistant Secretary
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Secretary of State DOCKET NUMBER : 953550175
Business Information and Services CONTROL NUMBER : 9524379
Suite 315, West Tower EFFECTIVE DATE : 12/20/1995
2 Martin Luther King Jr. Dr. REFERENCE : 0069
Atlanta, Georgia 30334-1530 PRINT DATE : 12/21/1995
FORM NUMBER : 411
PARANET CORPORATION SERVICES, INC.
KATHY L. SLAYMAN
3761 VENTURE DRIVE, STE. 260
DULUTH, GA 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 SYSTEMS CORPORATION, a Georgia corporation
Nonsurviving Entity:
THE HALLEY EXCHANGE, INC., an Illinois corporation
/s/ Max Cleland
---------------------------
[SEAL] MAX CLELAND
SECRETARY OF STATE
CORPORATIONS 656-2817; CORPORATIONS HOT-LINE 404-656-2222 (Outside
Metro-Atlanta)
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CERTIFICATE OF MERGER
OF
THE HALLEY EXCHANGE, INC.
WITH AND INTO
MEDAPHIS SYSTEMS CORPORATION
The undersigned corporation, organized and existing under and by virtue
of the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. The Halley Exchange, Inc., an Illinois corporation ("Halley"), is
merging with and into Medaphis Systems Corporation, a Georgia corporation
("MSC")(the "Merger"), and MSC will be the surviving Georgia corporation
following the Merger, using the name "Medaphis Systems Corporation."
2. The Articles of Incorporation of MSC (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 Systems 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 Halley and by the written consent of the sole shareholder
of MSC.
IN WITNESS WHEREOF, MSC has caused its duly authorized officer to execute
and deliver this Certificate of Merger as of the 20th day of December, 1995.
MEDAPHIS SYSTEMS CORPORATION
BY: /s/ T. Kilgallon
----------------------------------------
Timothy J. Kilgallon
Chairman and Chief
Executive Officer
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MEDAPHIS SYSTEMS CORPORATION
CERTIFICATE OF VERIFICATION OF
REQUEST FOR PUBLICATION
Pursuant to Section 14-2-1105.1(a) of the Georgia Business Corporation
Code, Medaphis Systems Corporation, a Georgia corporation, hereby verifies that
a request for publication of a notice of merger to merger The Halley Exchange,
Inc. with and into Medaphis Systems 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
20th day of December, 1995.
MEDAPHIS SYSTEMS CORPORATION
BY: /s/Peggy Sherman
----------------------------------------
Peggy B. Sherman
Vice President, Associate General
Counsel and Assistant Secretary
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Secretary of State DOCKET NUMBER : 963190468
Business Information and Services CONTROL NUMBER : 9524379
Suite 315, West Tower EFFECTIVE DATE : 11/14/1996
2 Martin Luther King Jr. Dr. REFERENCE : 0091
Atlanta, Georgia 30334-1530 PRINT DATE : 11/14/1996
FORM NUMBER : 0611
PARANET CORPORATION SERVICES, INC.
DONNA HYDE
3761 VENTURE DRIVE, STE 260
DULUTH, GA 30136
CERTIFICATE OF NAME CHANGE AMENDMENT
I, the Secretary of State and the Corporation Commissioner of the State of
Georgia, do hereby certify under the seal of my office that
MEDAPHIS SYSTEMS CORPORATION
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the office of the Secretary of State
changing its name to
MEDAPHIS HEALTHCARE INFORMATION TECHNOLOGY COMPANY
and has paid the required fees as provided by Title 14 of the Official Code of
Georgia Annotated. Attached hereto is a true and correct copy of said articles
of amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
/s/ Lewis A. Massey
---------------------------
[SEAL] Lewis A. Massey
Secretary of State
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ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MEDAPHIS SYSTEMS CORPORATION
I.
The name of the Corporation is Medaphis Systems Corporation.
II.
The amendment to the Corporation's Articles of Incorporation is to amend
Article I of the Articles of Incorporation so that Article I shall hereafter be
as follows:
"I.
The name of the Corporation is Medaphis Healthcare Information Technology
Company."
III.
Said amendment was adopted by the Board of Directors of the Corporation
effective as of August 20, 1996.
IV.
Said amendment was duly adopted by the Board of Directors without
shareholder action in accordance with Code Section 14-2-1002(6) of the Georgia
Business Corporation Code.
V.
The Corporation certifies that a notice of intent to file Articles of
Amendment to change the name of the Corporation and a publishing fee of $40.00
have been mailed or otherwise delivered to an authorized newspaper, as required
by law.
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IN WITNESS WHEREOF, Medaphis Systems Corporation has caused these Articles
of Amendment to be executed, its corporate seal to be affixed, and its seal and
the execution hereof to be attested to by its duly authorized officers, this
13th day of November, 1996.
MEDAPHIS SYSTEMS CORPORATION
[CORPORATE SEAL] By: /s/ Michael R. Cote
---------------------------------------
Name: Michael R. Cote
Title: Senior Vice President - Finance,
CFO and Assistant Secretary
ATTEST:
By: /s/ Peggy Sherman
--------------------------
Name: Peggy B. Sherman
Title: Assistant Secretary