CERTIFICATE OF INCORPORATION
OF
METWEST INC.
The undersigned, being of legal age, in order to form a corporation
under and pursuant to the laws of the State of Delaware, does hereby set forth
as follows:
FIRST: The name of the corporation is MetWest Inc.
SECOND: The address of the initial registered office and registered
agent in this state is c/o United Corporate Services, Inc., 410 South State
Street, in the City of Dover, County of Kent, State of Delaware 19901 and the
name of the registered agent at said address is United Corporate Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the corporation laws
of the State of Delaware.
FOURTH: The corporation shall be authorized to issue the following
shares:
NAME NUMBER OF SHARES PAR VALUE
Common 1,000 $0.01
FIFTH: The name and address of the incorporator are as follows:
NAME ADDRESS
Metpath Inc. One Malcolm Avenue
Teterboro, New Jersey 07608
1
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for no
further definition, limitation and regulation of the powers of the corporation
and of its directors and stockholders:
(1) The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the asset or vote
of the shareholders:
(a) To make, alter, amend, change, add to or repeal the By-laws of
the corporation; to fix and vary the amount to be reserved for any
proper purpose; to authorize and cause to be executed mortgages and
liens upon all or any part of the property of the corporation; to
determine the use and disposition of any surplus or net profits; and
to fix the times for the declaration and payment of dividends.
(b) To determine from time to time whether, and to what times and
places, and under what conditions the accounts and books of the
corporation (other than the stockledger) or any of them, shall be
open to the inspection of the stockholders.
(3) The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the corporation, whether or not the contract or act would otherwise be open to
legal attack because of director's interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such
by-laws had not been made.
2
SEVENTH: No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended from time to time. The corporation shall indemnify to the fullest
extent permitted by Sections 102(b)(7) and 145 of the Delaware General
Corporation Law, as amended from time to time, each person that such Sections
grant the corporation the power to indemnify.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class or them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of this corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 Title 8 of the Delaware
Code order a meeting of the creditors or class of creditors, and/or of the
stockholders of this corporation,
3
as the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths (3/4) in value of the creditors,
and/or the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all creditors or class or creditors, and/or on all the
stockholders or class or stockholders, of this corporation, as the case may be,
and also on this corporation.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of perjury
this 15th day of August, 1988.
METPATH INC.
BY:/s/ Thomas Kossl
-------------------------------
Thomas Kossl, Vice President &
Assistant Secretary
4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
METWEST INC.
The undersigned corporation, in order to amend its Certificate
of Incorporation, hereby certifies as follows:
FIRST: The name of the corporation is: MetWest Inc.
SECOND: The corporation hereby amends the Certificate of
Incorporation as follows:
Paragraph FOURTH of the Certificate of Incorporation, related to
the number of shares the Corporation shall have authority to issue, is hereby
amended to read as follows:
FOURTH: The aggregate number of shares which this corporation
shall have the authority to issue is
Name Number of Shares Par Value
Common 1,250,000 $0.01
THIRD: The amendment effected herein was authorized by the
unanimous written consent of the shareholders pursuant to sections 228 and 242
of the Delaware General Corporation Law.
5
IN WITNESS WHEREOF, we hereunto sign our names this 30th day of
September, 1988.
/s/ David J. Bush
------------------------
David J. Bush, President
ATTEST:
/s/ Thomas Kossl
- -----------------------
Thomas Kossl, Secretary
6
METWEST INC.
Written Consent of Stockholder in Lieu of a Meeting
MetPath Inc., being the sole stockholder of MetWest Inc., a
Delaware corporation (the "Corporation"), hereby authorizes and approves the
following corporate action:
WHEREAS, Section 228 of the Delaware General Corporation Law
provides that any action permitted to be taken by vote at a meeting of the
stockholders may be taken without a meeting, without prior notice and without a
vote upon written consent signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all such stockholders entitled to vote
thereon were present and voted; and
WHEREAS, MetPath Inc. is the sole stockholder of the Corporation;
and
WHEREAS, Section 242 of the Delaware General Corporation Law
provides that a corporation may amend its Certificate of Incorporation to
increase its authorized capital stock at a meeting of the stockholders by
majority vote of the stockholders entitled to vote thereon pursuant to a
resolution of the Board of Directors proposing such an amendment and declaring
the advisability of the same; and
WHEREAS, the Board of Directors of the Corporation, at a meeting
held on September 30, 1988, adopted a resolution recommending and declaring the
advisability of an amendment to the Certificate of Incorporation of the
Corporation, increasing the capital stock of the Corporation from one thousand
(1,000) shares of Common stock to one million two hundred and fifty thousand
(1,250,000) shares of Common stock and MetPath desires to so amend the
Certificate of Incorporation.
NOW, THEREFORE, IT IS RESOLVED, that paragraph FOURTH of the
Certificate of Incorporation of the Corporation be amended to read in its
entirety as follows:
FOURTH: The aggregate number of shares which this corporation
shall have authority to issue is:
Name Number of Shares Par Value
Common 1,250,000 $0.01
7
METPATH INC.
October 1, 1988 By:/s/ Thomas Kossl
-----------------------------
Thomas Kossl, Assistant Secretary
Common Stock: 100 shares
8
CERTIFICATE OF MERGER
OF
METWEST INC.
INTO
UNILAB ACQUISITION CORPORATION
The undersigned corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituen corporations of the merger is as follows:
Name State of Incorporation
Unilab Acquisition Corporation Delaware
MetWest Inc. Delaware
SECOND: That an Agreement and Plan of Merger between the parties
to the merger has been approved, adopted, certified, executed and acknowledged
by each of the constituent corporations in accordance with the requirements of
subsection (c) of Section 251 of the General Corporation Law of the State of
Delaware.
THIRD: That the name of the surviving corporation of the merger
is Unilab Acquisition Corporation, which shall be changed herewith to MetWest
Inc.
FOURTH: That the certificate of incorporation of Unilab
Acquisition Corporation, a Delaware corporation, the surviving corporation,
shall be the certificate of incorporation of the surviving corporation.
FIFTH: That the executed Agreement and Plan of Merger 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 4675 MacArthur
Court, Suite 1030, Newport Beach, California 92660.
SIXTH: That a copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, on request and without cost to any
stockholder of any constituent corporation.
UNILAB ACQUISITION CORPORATION
Dated: June 22, 1989
By:
--------------------
President
ATTEST:
By:
--------------------
Secretary
9
CERTIFICATE OF INCORPORATION
OF
UNILAB ACQUISITION CORPORATION
FIRST: The name of this corporation is Unilab Acquisition
Corporation.
SECOND: The address of the registered office of the corporation
in the State of Delaware is 15 East North Street, P.O. Box 899, the City of
Dover, County of Kent, Delaware 19903, and the name of its registered agent at
that address is Incorporating Services, Ltd.
THIRD: The name and mailing address of the incorporator of the
corporation is:
Brendan R. McDonnell
4675 MacArthur Court
Suite 1000
Newport Beach, CA 92660-1836
FOURTH: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FIFTH: This corporation is authorized to issue 1,250,000 shares
of Common Stock with a par value of $0.01 per share.
SIXTH: A director of this corporation shall not be personally
liable to this corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to this corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the Director derived any
improper personal benefit. The foregoing sentence notwithstanding, if the
Delaware General Corporation Law hereafter is amended to authorize further
limitations of the liability of a director of a corporation, then a Director of
this corporation, in addition to the circumstances in which a Director is not
personally liable as set forth in the preceding sentence, shall not be liable to
the fullest extent permitted by the Delaware General Corporation Law as so
amended. Any repeal or modification of the foregoing provisions of this Article
Sixth by the stockholders of this corporation shall not adversely affect any
right or protection of a Director of this corporation existing at the time of
such repeal or modification.
10
SEVENTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
repeal, alter, amend and rescind from time to time any or all of the bylaws of
the Corporation.
EIGHTH: This corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
on stockholders herein are granted subject to this reservation.
/s/ Brendan R. McDonnell
--------------------
Brendan R. McDonnell
Sole Incorporator
11
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
MetWest Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is INCORPORATING
SERVICES, Ltd. (Resigned) and the present registered office of the corporation
is in the county of Kent (No registered Office at present).
The Board of Directors of MetWest Inc. adopted the following
resolution on the 5th day of October, 1992.
RESOLVED, that the registered office of Incorporating Services,
Ltd. in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.
IN WITNESS WHEREOF, MetWest Inc. has caused this statement to be
signed by James Lawrence, its Group President and attested by Paul J. Traina,
Jr., its Secretary this 8th day of October, 1992.
By /s/ James Lawrence
--------------------
James Lawrence
President
ATTEST:
By /s/ Paul J. Traina
--------------------
Paul J. Traina, Jr.
Secretary
12
CERTIFICATE OF MERGER
OF
DAMON CLINICAL LABORATORIES, INC. (AZ)
INTO
METWEST INC.
Pursuant to Section 252 of the General
Corporation Law of the State of Delaware
* * * *
The undersigned hereby certifies that:
1. The name and state of incorporation of each of the constituent
corporations are as follows:
Name State of Incorporation
DAMON CLINICAL LABORATORIES, INC. ARIZONA
METWEST INC. DELAWARE
2. An Agreement and Plan of Merger dated as of December 31, 1993
(the "Merger Agreement") has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 252(c) of the General Corporation Law of the State of
Delaware.
3. The name of the surviving corporation is MetWest Inc.
4. The Certificate of Incorporation of MetWest Inc. in effect at
the effective time of the merger shall be the Certificate of Incorporation of
the surviving corporation.
5. The surviving corporation is a corporation of the State of
Delaware.
6. The executed Merger Agreement is on file at the principal
place of business of the surviving corporation at 2510 O'Conner Ridge Boulevard,
Irving, TX 75038.
7. A copy of the Merger Agreement will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
13
8. The authorized capital stock of each constituent corporation
which is not a corporation of the State of Delaware is as follows:
Authorized Number of Par
Name Shares of Common Stock Value
DAMON CLINICAL LABORATORIES. (AZ) 100,000 $10.00
IN WITNESS WHEREOF, this Certificate of Merger has been executed
on this 10th day of December, 1993.
METWEST INC.
By:/s/ Michael J. Bachich
-------------------------
Michael J. Bachich
Vice President
[SEAL]
ATTEST:
/s/ Leo C. Farrenkopf, Jr.
- ---------------------------------------
Leo C. Farrenkopf, Jr.
Assistant Secretary
14
ARTICLES OF MERGER
OF
DAMON CLINICAL LABORATORIES, INC.
INTO
METWEST INC.
To the Arizona Corporation Commission
Pursuant to the provisions of the General Corporation Law of the
State of Arizona governing the merger of one or more domestic business
corporations with and into a foreign business corporation, the corporations
hereinafter named do hereby adopt the following articles of merger:
1. The names of the merging corporations are Damon Clinical
Laboratories, Inc., which is a business corporation organized under the laws of
the State of Arizona, and MetWest Inc., which is a business corporation
organization under the laws of the State of Delaware.
2. Annexed hereto and made a part hereof is the Plan of Merger
for merging Damon Clinical Laboratories, Inc. with and into MetWest Inc. as
approved by resolution of the Board of Directors of each of said corporations.
3. The number of shares of Damon Clinical Laboratories, Inc.
which were outstanding at the time of the approval of the Plan of Merger by its
shareholders is 900, all of which are of one class and entitled to vote. The
number of the aforesaid shares which were voted for the Plan of Merger is 900,
and the number of said shares which were voted against the same is 0.
The number of shares of MetWest Inc. which were outstanding at
the time of the approval of the Plan of Merger by its shareholders is 100, all
of which are of one class and entitled to vote. The number of aforesaid shares
which were voted for the Plan of Merger is 100, and the number of said shares
which were voted against the same is 0.
4. The laws of the jurisdiction of organization of MetWest Inc.
permit the merger of a business corporation of another jurisdiction with and
into a business corporation of the jurisdiction of incorporation of MetWest
Inc.; and the merger of Damon Clinical Laboratories, Inc. with and into MetWest
Inc. is in compliance with the laws of the jurisdiction of organization of
MetWest Inc.
15
5. MetWest Inc. will continue its existence as the surviving
corporation under its present name pursuant to the provisions of the General
Corporation Law of the State of Delaware.
6. MetWest Inc. does hereby agree that it may be served with
process in the State of Arizona in any proceeding for the enforcement of any
obligation of Damon Clinical Laboratories, Inc. and in any proceeding for the
enforcement of the rights of a dissenting shareholder of Damon Clinical
Laboratories, Inc. against MetWest Inc.; does hereby irrevocably appoint the
Arizona Corporation Commission as its agent to accept service of process in any
such proceeding; and does hereby agree that it will promptly pay to the
dissenting shareholders of Damon Clinical Laboratories, Inc. the amount, if any,
to which they shall be entitled under the provisions of the General Corporation
Law of the State of Arizona with respect to the rights of dissenting
shareholders.
7. The address within or without the State of Arizona to which
the Arizona Corporation Commission may forward a copy of such process is: CT
Corporation System, 3225 North Central Avenue, Phoenix, AZ 85012.
Executed on December 10, 1993
DAMON CLINICAL LABORATORIES, INC.
By: /s/ James D. Chambers
---------------------------------
James D. Chambers
Vice President
/s/ Leo C. Farrenkopf, Jr.
---------------------------------
Leo C. Farrenkopf, Jr.
Assistant Secretary
16
Executed on December 10, 1993
METWEST INC.
By: /s/ Michael J. Bachich
---------------------------------
Michael J. Bachich
Vice President
/s/ Leo C. Farrenkopf, Jr.
---------------------------------
Leo C. Farrenkopf, Jr.
Assistant Secretary
17
PLAN OF MERGER
OF
DAMON CLINICAL LABORATORIES, INC. (AZ)
INTO
METWEST INC.
PLAN OF MERGER adopted on December 15, 1993 by Damon Clinical
Laboratories, Inc. ("DCL-AZ"), a business corporation of the State of Arizona,
by resolution of its Board of Directors on said date, and adopted on December
15, 1993 by MetWest Inc. ("MetWest"), a business corporation of the State of
Delaware, by resolution of its Board of Directors on said date.
1. The Merger. Pursuant to the provisions of the General Corporation Law of the
State of Arizona ("AGCL") and the provisions of the General Corporation Law of
the State of Delaware ("DGCL"), DCL-AZ and MetWest shall be merged at the
Effective Time (as hereinafter defined) with and into a single corporation, to
wit, MetWest, which shall be the surviving corporation and which shall continue
to exist under the provisions of the DGCL. MetWest is sometimes hereinafter
referred to as the "Surviving Corporation." The separate corporate existence of
DCL-AZ shall cease at the Effective Time.
2. Effective Time. The Merger shall become effective (the "Effective Time") at
11:59 PM (Eastern Standard Time) on December 31, 1993 or, if later, upon the
filing of the Certificate Merger with the Secretary of State of Delaware in
accordance with the DGCL and the Articles of Merger with the Secretary of the
State of Arizona in accordance with the AGCL.
3. Outstanding Shares. The number of outstanding shares of DCL-AZ is 900, all of
which are of one class and are common shares, and all of which are entitled to
vote on this Plan of Merger.
18
The number of outstanding shares of MetWest is 100, all of which
are of one class and are common shares, and all of which are entitled to vote on
this Plan of Merger.
4. Certificate of Incorporation of the Surviving Corporation. The Certificate of
Incorporation of MetWest as in effect immediately prior to the Effective Time
shall, until thereafter and further amended as provided therein and under the
DGCL, be the Certificate of Incorporation of the Surviving Corporation.
5. By-Laws of the Surviving Corporation. The By-Laws of MetWest as in effect
immediately prior to the Effective Time shall, until thereafter and further
amended as provided therein and under the DGCL, be the By-Laws of the Surviving
Corporation.
6. Directors of the Surviving Corporation. The Directors of the Surviving
Corporation shall be the Directors of MetWest immediately prior to the Effective
Time, until their respective successors are duly elected and qualified.
7. Officers of the Surviving Corporation. The Officers of the Surviving
Corporation shall be the Officers of MetWest immediately prior to the Effective
Time, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified.
8. Conversion of Shares. At the Effective Time, by virtue of the Merger and
without any action on the part of the holders thereof:
(i) Each share of common stock of MetWest issued and outstanding
immediately prior to the Effective Time shall remain outstanding
and shall thereafter evidence one validly issued, fully paid and
nonassessable share of Common Stock of the Surviving Corporation.
19
(ii) Each outstanding share of common stock of DCL-AZ issued and
outstanding immediately prior to the Effective Time shall be
canceled without consideration.
9. Rights and Liabilities of the Surviving Corporation. At and after the
Effective Time, the Surviving Corporation shall succeed to and possess, without
further act or deed, all of the estate, rights, privileges, powers, and
franchises, both public and private, and all of the property, real, personal,
and mixed, of each of DCL-AZ and MetWest; all debts due to DCL-AZ shall be
vested in the Surviving Corporation; all claims, demands, property, rights,
privileges, powers and franchises and every other interest of DCL-AZ shall be
effectively the property of the Surviving Corporation as they were of DCL-AZ;
the title to any real estate vested by deed or otherwise in DCL-AZ shall not
revert or be in any way impaired by reason of the Merger, but shall be vested in
the Surviving Corporation; all rights of creditors and all liens upon any
property of DCL-AZ shall be preserved unimpaired, limited to the property
affected by such lien at the Effective Time of the Merger; and all debts,
liabilities, and duties of DCL-AZ shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if such debts,
liabilities and duties had been incurred or contracted by it.
10. Submission to Shareholders. This Plan of Merger herein made and adopted
shall be submitted to the shareholders of DCL-AZ and MetWest for their approval
or rejection in the manner prescribed by the AGCL and DGCL.
11. Abandonment of Merger. This Plan of Merger may be terminated and abandoned
by joint action of the Board of Directors of MetWest and DCL-AZ at any time
prior to the Effective Time.
12. Further Actions. The proper officers of MetWest and DCL-AZ are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file and/or record any and all instruments, papers, and
documents which shall be or
20
become necessary, proper, or convenient to carry out or put into effect any of
the provisions of this Plan of Merger.
21
METWEST INC.
ARTICLES OF AMENDMENT
METWEST INC., a Delaware corporation having its principal office
in Dallas, Texas (hereinafter called the "Corporation"), hereby certifies that:
FIRST: The Certificate of Incorporation of the Corporation is hereby amended by
striking out ARTICLE FIFTH of the Articles of Incorporation and inserting in
lieu thereof the following:
"FIFTH: The total number of shares of stock which the Corporation
has authority to issue is three thousand (3,000) shares of common stock with no
par value."
SECOND: The Board of Directors of the Corporation, by written
consent to such action, adopted a resolution in which was set forth the
foregoing amendment to the Certificate of Incorporation declaring that said
Amendment to the Certificate of Incorporation was advisable and directing that
it be submitted for consideration thereon to the sole stockholder.
THIRD: A written consent setting forth approval of the amendment
to the Certificate of Incorporation of the Corporation hereinabove set forth,
was signed by the sole stockholder of the Corporation and such consent is filed
with the records of the Corporation.
FOURTH: The Articles of Amendment to the Certificate of
Incorporation of the Corporation is hereinabove set forth were duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
22
IN WITNESS WHEREOF, said corporation has caused this certificate
to be signed in its name and on its behalf by its Vice President, and its
corporate seal to be hereunto affixed and attest by its Secretary on this 30th
day of April, 1996.
METWEST INC.
BY:/s/ Douglas M. Van Oort (SEAL)
---------------------------------
Douglas M. Van Oort, Vice President
ATTEST:/s/ Leo C. Farrenkopf, Jr., Secretary
---------------------------------------
Leo C. Farrenkopf, Jr., Secretary
23