ARTICLES OF INCORPORATION
OF
LAUREL MEDICAL LABORATORY, INC.
THIS IS TO CERTIFY:
FIRST: That we, the subscribers, DAVID B. RUDOW, 2424 Diana Road,
Baltimore, Maryland, 21209, R. DAVID ADELBERG, 3217 Timberfield Road, Baltimore,
Maryland 21208, and MICHAEL G. HENDLER, 8343 Church Lane, Baltimore, Maryland,
21207, each being of full age, do under and by virtue of the laws of the State
of Maryland authorizing the formation of corporations, associate ourselves with
the intention of forming a corporation.
SECOND: That the name of the Corporation (which is hereinafter
called the "Corporation"), is
LAUREL MEDICAL LABORATORY, INC.
THIRD: The purposes for which, and for any one or more of which
the Corporation is formed, and the business and objects to be carried on and
promoted, are as follows:
(a) To carry on the business of operating a medical
laboratory or laboratories and to engage generally in
the business of the operation of medical laboratories.
(b) To acquire all necessary franchises, licenses and
permits or any other evidences of authority to carry on
the business of the operation of a medical laboratory or
laboratories.
(c) To acquire, by purchase or otherwise, own, hold, buy,
sell, convey, lease, mortgage or encumber real estate or
other property, personal or mixed.
(d) To take, own, hold, yield, income, mortgage or otherwise
give liens against, and to sell, lease, exchange,
transfer or in any manner whatever to dispose of real
property within or without the State of Maryland,
wherever situated.
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(e) To acquire, by purchase, lease or otherwise, the
property rights, business, good will, franchises and
assets of every kind of any corporation, association,
firm or individual, carrying on in whole or in part the
aforesaid businesses, or any of them, or any other
business in whole or in part that the Corporation may be
authorized to carry on, and to undertake, guarantee,
assume and pay the indebtedness and liabilities thereof
and to pay for any property, rights, business, good
will, franchises and assets so acquired in the stock,
bonds or other securities of the Corporation or
otherwise.
(f) To carry on any other business in connection with the
foregoing whether directly or indirectly related
thereto.
(g) To carry on any other business which may seem to the
Corporation to be calculated directly or indirectly to
effectuate the aforesaid objects, or any of them, to
facilitate it in the transaction of the aforesaid
businesses, or any part thereof, or in the transaction
of any other business that may be calculated directly or
indirectly to enhance the value of its property and
rights; and to have and exercise all powers conferred by
the General Laws of the State of Maryland upon corpora-
tions formed thereunder, and to exercise and enjoy all
powers, rights and privileges granted to or conferred
upon corporations of this character by said General Laws
now or hereafter in force; the enumeration of certain
powers, as herein specified, not being intended to
exclude any such other powers, rights and privileges.
(h) To have one or more offices and places of business, and
to carry on all or any of its operations and business,
without restrictions or limit as to amount or place, in
any of the States, Districts, Territories or Colonies of
the United States, and in any and all foreign countries,
subject to the laws of such States, Districts,
Territories, Colonies or Countries.
The foregoing enumeration of the purposes, objects and business
of the Corporation is made in furtherance and not in limitation of the powers
conferred upon the Corporation by law, and it is not intended by the mention of
any particular purpose, object or business in any manner to limit or to restrict
the generality of any other purpose, object or business mentioned or to limit or
to restrict any of the powers of the Corporation, and the said Corporation shall
have, enjoy and exercise all of the powers and rights now or hereafter conferred
by statute upon corporations.
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The Corporation is formed upon the articles, conditions and
provisions herein expressed, and subject in all particulars to the limitations
relating to corporations which are contained in the General Laws of this State.
FOURTH: The place in which the principal office of the
Corporation will be located is 608 Washington Boulevard, Laurel, Maryland 20810.
The name and post office address of the Resident Agent is DAVID B. RUDOW, 10
Light Street, Baltimore, Maryland 21202. Said Resident agent is a citizen of
Maryland and actually resides therein.
FIFTH: The corporation shall have no less than three (3)
directors and DAVID B. RUDOW, R. DAVID ADELBERG and MICHAEL G. HENDLER shall act
as such until the first annual meeting, or until their successors are duly
chosen and qualify.
SIXTH: The total amount of authorized capital stock shall be five
thousand (5,000) shares of common stock, which shall have no nominal or par
value, all of one class.
SEVENTH: That the Board of Directors of the Corporation is hereby
empowered to authorize from time to time the issuance of shares of its common
stock of no par value for such consideration as the Board of Directors may deem
advisable, provided that when the consideration is other than money, the Board
of Directors shall state by resolution its opinion of the actual value thereof.
The Board of Directors shall have full power and authority to determine, from
time to time, what part of the consideration received upon the issue of common
stock, without par value, shall constitute capital and what part surplus.
EIGHTH: That no contract or other transaction between this
Corporation and any other corporation, whether or not a majority of the capital
stock of either corporation shall be owned by the other, shall be affected or
invalidated by reason of the fact that any one or more of the Board of Directors
of this Corporation is or are interested in or is a director or officer or are
directors or officers of such other corporation and any director or directors,
individually or jointly, may be a party or parties to or may be interested in
any contract or transaction of this Corporation, or in which this Corporation is
interested, and no contract, act or transaction of the Corporation with any
person or persons, firm or corporation, shall be affected or invalidated by the
fact that any director or directors of this Corporation is or are parties to, or
are interested in such contract, act or transaction, or in any way connected
with such person or persons, firm or corporation, and each and every
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person who may become a director of this Corporation is hereby relieved from any
liability that might otherwise exist from thus contracting with any other
corporation in which he may be in anywise interested, and any director of the
Corporation who is also a director or officer of such other corporation, or who
is so interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of this Corporation, which shall authorize any
such contract, act or transaction, with like force and effect as if he were not
a director or officer of such other corporation, or not so interested.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, we have signed these Articles of
Incorporation, on this 1st day of April, 1969.
/s/ David B. Rudow (SEAL)
-----------------------------
David B. Rudow
/s/ R. David Adelberg (SEAL)
-----------------------------
R. David Adelberg
/s/ Michael G. Hendler (SEAL)
-----------------------------
Michael G. Hendler
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 1st day of April, 1969, before me,
the subscriber, a Notary Public of the State of Maryland, in and for the City of
Baltimore, personally appeared DAVID B. RUDOW, R. DAVID ADELBERG and MICHAEL G.
HENDLER, the three (3) persons who signed the foregoing Articles of
Incorporation, and they acknowledged the same to be their act and deed.
AS WITNESS my hand and notarial seal.
/s/ Katherine L. Sinnett
-----------------------------
Katherine L. Sinnett - Notary Public
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LAUREL MEDICAL LABORATORY, INC.
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY:
FIRST: That the Articles of Incorporation of Laurel Medical
Laboratory, Inc., a Maryland corporation, having its principal office in Laurel,
Maryland (hereinafter called the "Corporation"), are hereby amended by striking
out Article SECOND of the Articles of Incorporation and inserting in lieu
thereof the following:
"SECOND: That the name of the Corporation (which is hereinafter
called the "Corporation"), is
MARYLAND MEDICAL LABORATORY, INC."
SECOND: That the Board of Directors of the Corporation at a
meeting duly convened and held on June 15, 1970, duly advised the Amendment of
the Articles of Incorporation hereinabove set forth by passing a resolution
declaring that said Amendment is advisable and calling a meeting of the
Stockholders to take action thereon.
THIRD: That a meeting of the Stockholders of the Corporation,
called by the Board of Directors of the Corporation as aforesaid with due notice
in the manner provided by law, was held on June 15, 1970, and at said meeting
the Stockholders, by affirmative vote of all the holders of each share of class
outstanding and entitled to vote, duly adopted the Amendment of the Articles of
Incorporation of the Corporation hereinabove set forth.
FOURTH: The Amendment of the Charter of the Corporation as
hereinabove set forth has been duly advised by the Board of Directors and
approved by the Stockholders of the Corporation.
IN WITNESS WHEREOF, LAUREL MEDICAL LABORATORY, INC. has caused
these presents to be signed in its name and on its behalf by its President and
its corporate seal hereto attached, and attested by its Assistant Secretary, on
the 16th day of June, 1970.
ATTEST: LAUREL LABORATORY, INC.
/s/ M. Wilson Toll By: /s/ W. Bradley King
- ------------------------------------ -----------------------
M. Wilson Toll, Assistant Secretary W. Bradley King, President
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STATE OF MARYLAND, CITY OF BALTIMORE: to wit
I HEREBY CERTIFY, that on this 16th day of June, 1970, before me,
the subscriber, a Notary Public of the State of Maryland, in and for the City of
Baltimore, personally appeared W. BRADLEY KING, President of LAUREL MEDICAL
LABORATORY, INC., in the name of said Corporation and on behalf of said
Corporation acknowledged the foregoing Articles of Amendment to be the corporate
act and deed; and at the same time personally appeared M. WILSON TOLL, Assistant
Secretary of LAUREL MEDICAL LABORATORY, INC., and he made oath in due form of
law that he was the Secretary of the meeting of the Stockholders of the
Corporation at which the Amendment of the Articles of Incorporation of the
Corporation set forth in said Articles of Amendment were adopted, and that the
matters and facts set forth in said Articles of Amendment were true and correct
to the best of his personal knowledge, information and belief.
AS WITNESS, my hand and Notarial Seal.
-------------------------
NOTARY PUBLIC
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MARYLAND MEDICAL LABORATORY, INC.
ARTICLES OF AMENDMENT
MARYLAND MEDICAL LABORATORY, INC., a Maryland corporation having
its principal office in Baltimore, Maryland (hereinafter called, the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that
FIRST: The Charter of the Corporation is hereby amended by
striking out ARTICLE NINTH and inserting in lieu thereof the following:
"NINTH: No Directors or Officers of the Corporation shall be
liable to the Corporation or its Stockholders for money damages arising from any
act or omission of such Director or Officer in his or her capacity as Officer or
Director, except to the extent that (i) it is proved that the Director or
Officer actually received an improper benefit or profit in money, property, or
services actually received, or (2) a judgment or other final adjudication
adverse to the Director or Officer is entered in a proceeding based on a finding
in the proceeding that the Director's or Officer's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding."
SECOND: The Charter of the Corporation is hereby amended by
adding ARTICLE TENTH as follows:
"TENTH: The duration of the Corporation shall be perpetual."
THIRD: 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 Charter declaring that said Amendment to the Charter
was advisable and directing that it be submitted for consideration thereon to
the Stockholders.
FOURTH: A written consent setting forth approval of the amendment
to the Charter of the Corporation hereinabove set forth, was signed by the
Stockholders of the Corporation and such consent is filed with the records of
the Corporation.
FIFTH: The Articles of Amendment to the Charter of the
Corporation as hereinabove set forth was advised by the Directors and approved
by the Stockholders of the Corporation.
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IN WITNESS WHEREOF, MARYLAND MEDICAL LABORATORY, INC., has caused
these presents to be signed in its name and on its behalf by its President, and
its corporate seal to be hereunto affixed and attested by its Secretary on this
1st day of May, 1988.
ATTEST: MARYLAND MEDICAL LABORATORY, INC.
/s/ Jacob M. Schorr, Ph.D. By: /s/ Selvin Passen, M.D.(SEAL)
- --------------------------------- -----------------------------------
JACOB M. SCHORR, Ph.D., Secretary SELVIN PASSEN, M.D., President
VERIFICATION
I DO SOLEMNLY DECLARE AND AFFIRM, under the penalties of perjury,
that the contents of the a foregoing document are true and correct to the best
of my knowledge, information and belief.
------------------------------
SELVIN PASSEN, M.D., President
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ARTICLES OF MERGER
BETWEEN
Maryland Medical Laboratory, Inc.
(a Maryland Corporation)
AND
MML/MetPath Inc.
(a Maryland Corporation)
Maryland Medical Laboratory, Inc., a corporation duty organized
and existing under the laws of the State of Maryland (the "Surviving
Corporation") and MML/MetPath Inc., a corporation duly organized and existing
under the laws of the State of Maryland ("CMS"), do hereby certify that:
FIRST: The Surviving Corporation and CMS agree to merge.
SECOND: The name and place of incorporation of each party to
these Articles are Maryland Medical Laboratory, Inc., a Maryland corporation,
and MML/MetPath Inc., a Maryland corporation. The Surviving Corporation shall
survive the merger and shall continue under the name Maryland Medical
Laboratory, Inc. as a corporation of the State of Maryland.
THIRD: The Surviving Corporation has its principal office in
Baltimore County. CMS has its principal office in Baltimore County.
FOURTH: The terms and conditions of the transaction set forth in
these Articles were advised, authorized, and approved by each corporation party
to the Articles in the manner and by the vote required by its Charter and the
laws of Maryland, the state of its incorporation. The manner of approval was as
follows:
(a) The Board of Directors of The Surviving Corporation by
written consent dated June 6, 1994, signed by all the Directors and filed with
the minutes of proceedings of the Board of Directors of the Surviving
Corporation, and the Board of Directors of CMS by written consent dated June 6,
1994, signed by all the Directors and filed with the minutes of proceedings of
the Board of Directors of CMS, each adopted a resolution which declared that the
proposed merger was advisable on substantially the terms and conditions set
forth or referred to in the resolution and directed that the proposed merger be
submitted for consideration by unanimous written consent of the stockholders of
respective parties.
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(b) By written consent dated June 6, 1994, signed by all of the
stockholders of the Surviving Corporation and by written consent dated June 6,
1994, signed by all of the stockholders of CMS and filed with the minutes of
proceedings of stockholders of each of them, the proposed merger was approved by
all the stockholders of each corporation.
FIFTH: (a) The Charter of the Surviving Corporation be and hereby
is amended by striking out ARTICLE THIRD through ARTICLE TENTH in their entirety
and inserting in lieu thereof the following:
THIRD: The purpose or purposes of the corporation shall be
to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State
of Maryland.
FOURTH: The address of the principal office of the
Corporation in Maryland is 1901 Sulphur Spring Road, Baltimore,
Maryland 21227. The name and address of the resident agent is The
Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202. Said resident agent is a Maryland corporation.
FIFTH: The total number of shares of stock which the
Corporation has authority to issue is one thousand (1,000) shares
of common stock with no par value.
SIXTH: The initial number of directors of the Corporation
shall be two, which number may be increased or decreased pursuant
to the by-laws of the Corporation, and so long as there are fewer
than three (3) stockholders, the number of directors may be fewer
than three (3) but not fewer than the number of stockholders, and
the names of the initial directors who shall act until their
successors are duly chosen and qualified are:
Raymond Marier
Douglas M. VanOort
SEVENTH: The duration of the Corporation shall be perpetual.
(b) The By-Laws of CMS, as in effect immediately prior to the
Effective Date, shall, until further amended, be and constitute the By-Laws of
the Surviving Corporation.
(c) The Directors of CMS on the Effective Date shall be and
constitute the Directors of the Surviving Corporation, and shall hold office
until the next meeting of the stockholders of the Surviving Corporation called
for the election of Directors and until the election and qualification of their
respective successors or until their resignation or removal.
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(d) The Officers of CMS on the Effective date shall be and
constitute the officers of the Surviving Corporation, and shall hold office
until their successors shall have been elected and qualified or until their
resignation or removal.
SIXTH: The total number of shares of stock of all classes which
the Surviving Corporation has authority to issue is 5,000 shares, all of which
are Common Stock with no par value. All of the shares of stock of all classes of
the Surviving Corporation have no par value. The total number of shares of stock
of all classes which CMS has authority to issue is 1,000 shares, all of which
are Common Stock with no par value.
SEVENTH: The merger does not increase the authorized stock of the
Surviving Corporation.
EIGHTH: The manner and basis of converting or exchanging issued
stock of the merging corporations into different stock of a corporation, for
other consideration and the treatment of any issued stock of the merging
corporations not to be converted or exchanged are as follows:
(a) Each issued and outstanding share of the Common Stock of the
Surviving Corporation on the effective date shall be converted into 1,679.99452
shares of the Common Stock of Corning Incorporated of which CMS is a wholly
owned subsidiary and which CMS shall cause to be delivered in the merger.
(b) Each issued and outstanding share of Common Stock of CMS on
the effective date of the merger, shall upon effectiveness and without further
act, be converted into, and become one share of Common Stock of the Surviving
Corporation.
(c) As soon as practicable following the effective date of the
merger, each holder of issued and outstanding shares of Common Stock of the
Surviving Corporation and CMS shall be entitled to surrender to the Surviving
Corporation the certificates representing the shares of Common Stock of the
Surviving Corporation and CMS, respectively, held by such holder immediately
prior to effectiveness of the merger, and, upon such surrender, shall be
entitled to receive in exchange therefor a certificate or certificates
representing the number of shares of Common Stock of Corning, Incorporated and
the Surviving Corporation, respectively deliverable in respect thereof.
NINTH: The merger shall become effective upon acceptance for
record by the State Department of Assessments and Taxation of Maryland.
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IN WITNESS WHEREOF, Maryland Medical Laboratory, Inc. and
MML/MetPath Inc. have caused these presents to be signed in their respective
names and on their respective behalves by their respective president and vice
president and witnessed on June 7, 1994.
WITNESS: Maryland Medical Laboratory, Inc.
(a Maryland corporation)
/s/ John K. Smith /s/ Selvin Passen
- ------------------------------ ------------------------------
President
WITNESS: MML/MetPath Inc.
(a Maryland corporation)
/s/ Margaret M. Dall /s/ Raymond C. Marier
- ------------------------------ ------------------------------
Asst. Secretary Vice President
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THE UNDERSIGNED, President of Maryland Medical Laboratory, Inc,
who executed on behalf of the Corporation the foregoing Articles of Merger of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation the foregoing Articles of Merger to be the corporate
act of said Corporation and hereby certifies that to the best of his knowledge,
information and belief the matters and facts set forth therein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.
/s/ Selvin Passen, MD
------------------------------
President
THE UNDERSIGNED, Vice President of MML/MetPath Inc., who executed
on behalf of the Corporation the foregoing Articles of Merger of which this
certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles of Merger to be the corporate act of
said Corporation and hereby certifies that to the best of his knowledge,
information and belief the matters and facts set forth therein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.
/s/ Raymond C. Marier
------------------------------
Vice President
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ARTICLES OF MERGER
of
MARYLAND MEDICAL DATA, INC.
METPATH SERVICES CORPORATION
PODIATRIC PATHOLOGY LABORATORIES, INC.
and
MARYLAND MEDICAL LABORATORY, INC.
FIRST: Maryland Medical Data, Inc., MetPath Services Corporation,
Podiatric Pathology Laboratories, Inc., and Maryland Medical Laboratory, Inc.,
being the corporations which are the parties to these Articles of Merger, do
hereby agree to effect a merger of said corporations upon the terms and
conditions herein set forth.
SECOND: The name of the successor corporation is Maryland Medical
Laboratory, Inc. which is a corporation incorporated in the State of Maryland
under the provisions of the Maryland General Corporation Law with its principal
office in the State of Maryland located in Baltimore City, and which will
continue its corporate existence under the name Corning Clinical Laboratories
Inc., pursuant to the provisions of the Maryland General Corporation Law.
THIRD: The names of the corporations to be merged into the
successor corporation are Maryland Medical Data, Inc. ("MMD"), MetPath Services
Corporation ("MSC") and Podiatric Pathology Laboratories, Inc. ("PPL"), each of
which is a corporation incorporated in the State of Maryland under the
provisions of the Maryland General Corporation Law with its principal office in
the State of Maryland located in Baltimore City, and the corporate existence of
which will cease upon the effective date of the merger pursuant to the
provisions of the Maryland General Corporation Law. MML owns an interest in land
in Baltimore County. MSC, MMD and PPL do not own any interest in land in the
State of Maryland.
FOURTH: The amendments to the charter of Maryland Medical
Laboratories, Inc., which are to be effected as part of the merger are to strike
out Article Second of said charter and to substitute the following new Article
Second.
"Second: The name of the Corporation (which is hereinafter called
the "Corporation") is CORNING CLINICAL LABORATORIES INC."
FIFTH: The authorized share structure of each of the corporations
which is a party to these Articles of Merger at the time of execution thereof is
as follows:
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Company Authorized Shares Per Share Par Value
Maryland Medical Laboratory, Inc. 1,000 $0.00
Maryland Medical Data, Inc. 1,000 $0.00
MetPath Services Corporation 1,000 $0.00
Podiatric Pathology Laboratories, Inc. 1,000 $0.00
SIXTH: Each issued share of stock of MNO, MSC and PPL shall, upon
the effective date of the merger, be cancelled without consideration. The issued
shares of stock of MML shall not be converted or exchanged in any manner, but
each said share which is issued as of the effective date of the merger shall
continue to represent one issued share of stock of MML.
SEVENTH: The terms and conditions of the merger herein set forth
were advised, authorized, and approved by each of MMD, MSC, PPL, and MML in the
manner and by the vote required by its charter and the provisions of the
Maryland General Corporation Law, and the said merger was approved in the manner
hereinafter set forth.
EIGHTH: The merger was duly advised by the Board of Directors of
each of MSC, PPL and in the following manner. The Board of Directors of each of
MMD, MSC, PPL and adopted a resolution declaring that the merger of MMD, MSC and
PPL into is advisable on substantially the terms and conditions set forth or
referred to in said resolution. Said resolution of the Board of Directors was
adopted without a meeting by a written consent dated as of December 6, 1994 and
signed by all of the members of the Board of Directors.
NINTH: The Board of Directors of each of MNM, MSC, PPL and
directed the Secretary of the corporation to prepare a written notice of the
time, place, and purpose of a meeting of stockholders to take action upon the
proposed merger and the aforesaid terms and conditions and to furnish a copy of
said notice to all of the stockholders of the corporation entitled to vote upon
the proposed merger and the aforesaid terms and conditions unless said
stockholders shall duly waive notice of the meeting.
TENTH: The merger and the aforesaid terms and conditions were
duly approved by the stockholders of each of MMD, MSC, PPL and MML in the
following manner. All of the stockholders entitled to vote thereon approved the
same without a meeting by a written consent signed by them.
ELEVENTH: The effective date of the merger herein provided for
shall be 11:59 PM on December 30, 1994.
IN WITNESS WHEREOF, these Articles of Merger are hereby signed
for and on behalf of each of Maryland Medical Data, Inc., MetPath Services
Corporation, Podiatric
15
Pathology Laboratories, Inc. and Maryland Medical Laboratory, Inc. by its Vice
President, who does hereby acknowledge that said Articles of Merger are the act
of said corporation, and who does hereby state under the penalties for perjury
that the matters and facts set forth therein with respect to authorization and
approval of said merger are true in all material respects to the best of his
knowledge, information, and belief.
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Executed on December 6, 1994
Attest: MARYLAND MEDICAL LABORATORY, INC.
/s/ Leo C. Farrenkopf By: /s/ James D. Chambers
- --------------------- -------------------------
Leo C. Farrenkopf James D. Chambers
Vice-President
Attest: METPATH SERVICES CORPORATION
/s/ Leo C. Farrenkopf By: /s/ James D. Chambers
- --------------------- -------------------------
Leo C. Farrenkopf James D. Chambers
Vice-President
Attest: PODIATRIC PATHOLOGY LABORATORIES, INC.
/s/ Leo C. Farrenkopf By: /s/ James D. Chambers
- --------------------- -------------------------
Leo C. Farrenkopf James D. Chambers
Vice-President
Attest: MARYLAND MEDICAL DATA, INC.
/s/ Leo C. Farrenkopf By: /s/ James D. Chambers
- --------------------- -------------------------
Leo C. Farrenkopf James D. Chambers
Vice-President
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CORNING CLINICAL LABORATORIES INC.
ARTICLES OF AMENDMENT
CORNING CLINICAL LABORATORIES INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called, the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Charter of the Corporation is hereby amended by striking
out ARTICLE FIFTH and inserting in lieu thereof the following:
"FIFTH: The total number of shares of stock which the
Corporation has authority to issue is two thousand (2,000)
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 Charter declaring that said Amendment to the Charter was
advisable and directing that it be submitted for consideration thereon to the
Stockholders.
THIRD: A written consent setting forth approval of the Amendment to
the Charter of the Corporation hereinabove set forth, was signed by the
Stockholders of the Corporation and such consent is filed with the records of
the Corporation.
FOURTH: The Articles of Amendment to the Charter of the Corporation as
hereinabove set forth were advised by the Directors and approved by the
Stockholders of the Corporation.
IN WITNESS WHEREOF, CORNING CLINICAL LABORATORIES INC., has caused
these presents to be signed in its name and on its behalf by its Vice President,
and its
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corporate seal to be hereunto affixed and attested by its Secretary as of this
1st day of January 1995.
ATTEST: CORNING CLINICAL LABORATORIES, INC.
/s/ Leo C. Farrenkopf By: /s/ Douglas M. VanOort
- --------------------- ----------------------------------
Leo C. Farrenkopf Douglas M. VanOort
Vice-President
VERIFICATION
I DO SOLEMNLY DECLARE AND AFFIRM, under the penalties of perjury, that
the contents of the foregoing document are true and correct to the best of my
knowledge, information and belief.
/s/ Douglas M. VanOort
----------------------------------
Douglas M. VanOort, Vice President
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