ARTICLES OF INCORPORATION
OF
NICHOLS INSTITUTE PRODUCTS
I
The name of this corporation is NICHOLS INSTITUTE PRODUCTS.
II
The purposes for which this corporation is formed are:
(a) To engage primarily in the business of development,
manufacture and distribution of reagents and materials used in
medical diagnostic laboratories.
(b) To manufacture, buy, sell, assemble, distribute, and to
otherwise acquire, or to own, hold, use, sell, assign,
transfer, exchange, lease, license or otherwise dispose of,
and to invest, trade, deal in and with goods, wares,
merchandise, building materials, supplies and all other
property of every class and description.
(c) To purchase, acquire, own, hold, use, lease, either as
lessor or lessee, rent, sublet, grant, sell, exchange,
subdivide, mortgage, deed in trust, manage, improve,
cultivate, develop, maintain, construct, operate, and
generally deal
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in, any and all real estate, improved or unimproved, stores,
office buildings, dwelling houses, boarding houses, apartment
houses, hotels, business blocks, garages, warehouses,
manufacturing plants, and other buildings of any kind or
description, and any and all other property of every kind or
description, real, personal and mixed, and any interest or
right therein, including water and water rights, wheresoever
situated, either in California, other states of the United
States, the District of Columbia, territories and possessions
of the United States and foreign countries.
(d) To purchase, acquire, take, hold, own, use and enjoy, and
to sell, lease, transfer, pledge, mortgage, convey, grant,
assign or otherwise dispose of, and generally to invest,
trade, deal in and with oil royalties, mineral rights of all
kinds, mineral bearing lands and hydrocarbon products of all
kinds, oil, gas and mineral leases, and all rights and
interests therein, and in general products of the earth and
deposits, both subsoil and surface, of every nature and
description.
(e) To enter into, make, perform and carry out contracts of
every kind for any lawful purpose without limit as to amount,
with any person, firm, association or corporation,
municipality, county, parish, state, territory, government
(foreign or domestic) or other municipal or governmental
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subdivision.
(f) To become a partner (either general or limited or both)
and to enter into agreements of partnership, with one or more
other persons or corporations, for the purpose of carrying on
any business whatsoever which this corporation may deem proper
or convenient in connection with any of the purposes herein
set forth or otherwise, or which may be calculated, directly
or indirectly, to promote the interest of this corporation or
to enhance the value of its property or business.
(g) To acquire, by purchase or otherwise, the goodwill,
business, property rights, franchises and assets of every
kind, with or without undertaking, either wholly or in part,
the liabilities of any person, firm, association or
corporation; and to acquire any property or business as a
going concern or otherwise, (i) by purchase of the assets
thereof wholly or in part, (ii) by acquisition of the shares
or any part thereof, or (iii) in any other manner; and to pay
for the same in cash or in the shares or bonds or other
evidences of indebtedness of this corporation, or otherwise;
to hold, maintain and operate, or in any manner dispose of the
whole or any part of the goodwill, business, rights and
property so acquired, and to conduct, in any lawful manner,
the whole or any part of any business so acquired; and to
exercise all the powers
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necessary or convenient in and about the management of such
business.
(h) To take, purchase and otherwise acquire, own, hold, use,
sell, assign, transfer, exchange, lease, mortgage, convey in
trust, pledge, hypothecate, grant licenses in respect of and
otherwise dispose of letters patent of the United States or
any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks
and trade names, and government, state, territorial, county
and municipal grants and concessions of every character which
this corporation may deem advantageous in the prosecution of
its business or in the maintenance, operation, development or
extension of its properties.
(i) From time to time to apply for, purchase, acquire by
assignment, transfer or otherwise, exercise, carry out and
enjoy any benefit, right, privilege, prerogative or power
conferred by, acquired under or granted by any statute,
ordinance, order, license, power, authority, franchise,
commission, right or privilege which any government or
authority or governmental agency or corporation or other
public body may be empowered to enact, make or grant; to pay
for, aid in, and contribute toward carrying the same into
effect; and to appropriate any of this corporation's shares,
bonds and/or assets to defray the costs, charges and expenses
thereof.
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(j) To subscribe or cause to be subscribed for, and to take,
purchase and otherwise acquire, own, hold, use, sell, assign,
transfer, exchange, distribute and otherwise dispose of, the
whole or any part of the shares of the capital stock, bonds,
coupons, mortgages, deeds of trust, debentures, securities,
obligations, evidences of indebtedness, notes, goodwill,
rights, assets and property of any and every kind, or any part
thereof of any other corporation or corporations, association
or associations, firm or firms, or person or persons, together
with shares, rights, units or interests in or in respect of
any trust estate, now or hereafter existing, and whether
created by the laws of the State of California or any other
state, territory or country; and to operate, manage and
control such properties, or any of them, either in the name of
such other corporation or corporations or in the name of this
corporation, and, while the owner of any of said shares of
capital stock, to exercise all of the rights, powers and
privileges of ownership of every kind and description,
including the right to vote thereon, with power to designate
some person or persons for that purpose from time to time, and
to the same extent as natural persons might or could do.
(k) To promote or to aid in any manner, financially or
otherwise, any person, firm, corporation or association of
which any shares of stock, bonds, notes, debentures or other
securities or evidences of indebtedness are held
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directly or indirectly by this corporation; and for this
purpose to guarantee the contracts, dividends, shares, bonds,
debentures, notes and other obligations of such other persons,
firms, corporations or associations; and to do any other acts
or things designed to protect, preserve, improve or enhance
the value of such shares, bonds, notes, debentures or other
securities or evidences of indebtedness.
(l) To borrow and lend money, but nothing herein contained
shall be construed as authorizing the business of banking, or
as including the business purposes of a commercial bank,
savings bank or trust company.
(m) To issue bonds, notes, debentures or other obligations of
this corporation from time to time for any of the objects or
purposes of this corporation, and to secure the same by
mortgage, deed of trust, pledge or otherwise, or to issue the
same unsecured; to purchase or otherwise acquire its own
bonds, debentures or other evidences of its indebtedness or
obligations; to purchase, hold, sell, and transfer the shares
of its own capital stock to the extent and in the manner
provided by the laws of the State of California as the same
are now in force or may be hereafter amended.
(n) To conduct and carry on, directly or indirectly,
research, development
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and promotional or experimental activities, and to promote or
aid financially or otherwise, any person, firm or corporation
engaged in such activities, or any of them.
(o) To carry on any business whatsoever, either as principal,
agent or partner, which this corporation may deem proper or
convenient in connection with any of the foregoing purposes or
otherwise, or which may be calculated directly or indirectly
to promote the interests of this corporation or to enhance the
value of its property or business; and to conduct its business
in this State, in other states, in the District of Columbia,
in the territories and possessions of the United States, and
in foreign countries.
(p) To have and to exercise all the powers conferred by the
laws of California upon corporations formed under the laws
pursuant to and under which this corporation is formed, as
such laws are now in effect or may at any time hereafter be
amended.
The foregoing statement of purposes shall be construed as a
statement of both purposes and powers, and the purposes and powers stated in
each clause shall, except where otherwise expressed, be in nowise limited or
restricted by any reference to or inference from the terms or provisions of any
other clause, but shall be regarded as independent purposes
8
and powers.
III
The County in the State of California where the principal office for the
transaction of the business of this corporation is to be located is Los Angeles
County.
IV
(a) This corporation is authorized to issue an aggregate of Seven Hundred Fifty
Thousand (750,000) shares of Common Stock, all of one class. The aggregate par
value of said shares shall be Seventy-Five Thousand Dollars ($75,000) and the
par value of each of said shares shall be Ten Cents ($0.10).
(b) No holder of shares of any class of this corporation shall, as such
shareholder, have any right to purchase or subscribe for any shares of this
corporation which it may issue or sell, whether out of the number of shares
authorized by the articles of incorporation of this corporation as originally
filed or by any amendment thereof, or out of shares of this corporation acquired
by it after the issue thereof; nor shall any holder of shares of any class, as
such shareholder, have any right to purchase or subscribe for any obligation
which this corporation may issue or sell that shall be convertible into, or
exchangeable for, any shares of this corporation, or to which shall be attached
or appertain to any warrant or warrants or other instrument or instruments that
shall confer upon the holder or owner of such warrant
9
the right to subscribe for, or purchase from this corporation, any shares of
this corporation.
V
(a) The number of directors of this corporation shall be four (4) until changed
by amendment to these Articles or by a by-law adopted by the shareholders.
(b) The names and addresses of the persons who are appointed to act as the first
directors of this corporation are:
Name Address
- ---- -------
Albert L. Nichols, M.D. 1300 South Beacon Street, Suite 122
San Pedro, California 90731
Albert A. Nichols 1300 South Beacon Street, Suite 122
San Pedro, California 90731
Richard Horton, M.D. 1300 South Beacon Street, Suite 122
San Pedro, California 90731
Horton S. Mullins 1300 South Beacon Street, Suite 122
San Pedro, California 90731
VI
Any action required or permitted to be taken by the board of directors under any
provision of the California General Corporation Law may be taken without a
meeting, if all members of the board shall individually or collectively consent
in writing to such action. Such written consent or consents shall be filed with
the minutes of the proceedings of the board.
10
IN WITNESS WHEREOF, for the purpose of forming this
corporation under the laws of the State of California, the undersigned,
constituting the incorporators of this corporation, including the persons named
hereinabove as the first directors of this corporation, have executed these
Articles of Incorporation this 18 day of September, 1974.
/s/ Albert L. Nichols, M.D.
--------------------------------------
Albert L. Nichols, M.D.
/s/ Albert A. Nichols
--------------------------------------
Albert A. Nichols
See next page
--------------------------------------
Richard Horton, M.D.
/s/ Donald S. Mullins
--------------------------------------
Donald S. Mullins
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this 18th day of September, 1974, before me, the
undersigned Notary Public in and for said County and State, residing therein,
duly commissioned and sworn, personally appeared Albert L. Nichols, M.D., Albert
A. Nichols, and Donald S. Mullins known to me to be the persons whose names are
subscribed to the foregoing Articles of Incorporation, and acknowledged to me
that they executed the same.
WITNESS my hand and official seal.
/s/ Gary G. French
--------------------------------------
Notary Public
11
IN WITNESS WHEREOF, for the purpose of forming this
corporation under the laws of the State of California, the undersigned,
constituting the incorporators of this corporation, including the persons named
hereinabove as the first directors of this corporation, have executed these
Articles of Incorporation this 19 day of September, 1974.
See previous page
------------------------------------
Albert L. Nichols, M.D.
See previous page
------------------------------------
Albert A. Nichols
/s/ Richard Horton, M.D.
------------------------------------
Richard Horton, M.D.
See previous page
------------------------------------
Donald S. Mullins
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this 19th day of September, 1974, before me, the
undersigned Notary Public in and for said County and State, residing therein,
duly commissioned and sworn, personally appeared Richard Horton, M.D. known to
me to be the persons whose names are subscribed to the foregoing Articles of
Incorporation, and acknowledged to me that they executed the same.
WITNESS my hand and official seal.
/s/ Judith M. Swayne
------------------------------------
Notary Public
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NICHOLS INSTITUTE PRODUCTS
A California corporation
Albert L. Nichols, M.D. and Albert A. Nichols certify:
1. That they are the President and Secretary, respectively, of
Nichols Institute Products, a California corporation (the "Corporation"),
2. That the By-Laws of the Corporation authorize the Directors
to adopt, by unanimous written consent without a meeting, resolutions amending
the Articles of Incorporation; and, therefore, by unanimous written consent
without a meeting, the Directors did adopt the following resolutions amending
the Articles of Incorporation:
WHEREAS, Article IV of the Articles of Incorporation
of this Corporation presently authorized seven hundred fifty
thousand (750,000) shares of Common Stock, ten cent ($.10) par
value; and
WHEREAS, it is deemed in the best interests of this
Corporation to increase the authorized number of shares of
Common Stock from seven hundred fifty thousand (750,000)
shares to two million (2,000,000) shares of Common Stock and
to change the par value per share from ten cents ($.10) per
share to one cent ($.01); and
WHEREAS, it is deemed in the best interests of this
Corporation to make provision authorizing a class of Preferred
Stock consisting of five hundred thousand (500,000) shares
with a par value of one dollar ($1.00) per share; and
WHEREAS, it is deemed in the best interest of this
Corporation to increase the number of outstanding shares by
effecting a split of each
2
outstanding share in fifty (50) shares;
NOW, THEREFORE, BE IT RESOLVED: that Article IV of
the Articles of Incorporation is hereby amended to read in
full as follows:
"(a) This corporation is authorized to issue two
classes of shares to be designated respectively "Preferred"
and "Common"; the total number of shares which this
Corporation shall have authority to issue is two million five
hundred thousand (2,500,000), and the aggregate par value of
all shares that are to have par value shall be five hundred
twenty thousand dollars ($520,000); the number of Preferred
Shares that are to have a par value share be five hundred
thousand (500,000) and the par value of each share of such
class shall be one dollar ($1.00); and the number of Common
Shares that are to have a par value shall be two million
(2,000,000) and the par value of each share of such class
shall be one cent ($.01). Upon amendment of this article to
read as hereinabove set forth, each outstanding share of
Common Stock, ten cent ($.10), par value is split up and
converted into fifty (50) shares of Common Stock one cent
($.01) par value."
"(b) The Preferred shares may be issued from time to
time in one or more series. The board of directors is hereby
authorized to fix or alter the dividend rights, rights and
terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences of
any wholly unissued series of Preferred shares, and the number
of shares constituting any such series and the designation
thereof, or any of them; and to increase or decrease the
number of shares of any series subsequent to the issue of
shares of such series then outstanding. In case the number of
shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they
had prior to the adoption of the number of shares of such
series."
3. That the stockholders of this Corporation have adopted the
foregoing resolutions at a meeting held at Rancho Palos Verdes, California on
October 12, 1976. That the wording of the amended article, as set forth in the
Shareholder's Resolution, is the same as that set forth in the Director's
Resolution in Paragraph 2, above.
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4. That the number of shares which voted affirmatively for the
adoption of said resolutions is 8266 ( ) and that the total number of shares
entitled to vote on or to consent to said amendment is ten thousand six hundred
ninety-three (10,693).
/s/ Albert L. Nichols, M.D.
----------------------------------
ALBERT L. NICHOLS, M.D., PRESIDENT
/s/ Albert A. Nichols
----------------------------------
ALBERT A. NICHOLS, SECRETARY
Each of the undersigned declares under penalty of perjury that
the matters set forth in the foregoing certificate are true and correct.
Executed at Los Angeles, California on this 13th day of October, 1976.
/s/ Albert L. Nichols, M.D.
----------------------------------
ALBERT L. NICHOLS, M.D., PRESIDENT
/s/ Albert A. Nichols
----------------------------------
ALBERT A. NICHOLS, SECRETARY
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
ALBERT L. NICHOLS, M.D. and ALBERT A. NICHOLS certify that:
1. They are the President and the Secretary, respectively, of
NICHOLS INSTITUTE PRODUCTS, a California Corporation.
2. Article I of the Articles of Incorporation of this
Corporation is amended to read as follows:
"The name of this corporation is:
NICHOLS INSTITUTE DIAGNOSTICS".
3. Paragraph (a) of Article V of the Articles of Incorporation
of this corporation is amended to read as follows:
"(a) The number of directors of this Corporation
shall be no less than five (5) nor more than eight
(8). Within said range, the board of directors shall
have the power to fix the exact number of directors;
provided, however, that until the board of directors
acts to fix such number, the number of directors
shall be five (5).
4. The foregoing amendments of Articles of Incorporation has
been duly approved by the board of directors.
5. The foregoing amendments of Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
Section 902 of the
2
Corporations Code. The total number of outstanding shares of the corporation is
582,150. The number of shares voting in favor of the amendments equaled or
exceeded the vote required. The percentage vote required was more than 50%.
/s/ Albert L. Nichols, M.D.
----------------------------------
ALBERT L. NICHOLS, M.D.
/s/ Albert A. Nichols
----------------------------------
ALBERT A. NICHOLS
The undersigned declare under penalty of perjury that the matters set
forth in the foregoing Certificates are true of their own knowledge.
EXECUTED at San Pedro, California on this 9th day of August,
1977.
Albert L. Nichols, M.D.
----------------------------------
ALBERT L. NICHOLS, M.D.
Albert A. Nichols
----------------------------------
ALBERT A. NICHOLS
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
ALBERT L. NICHOLS and MARILYN I. HAUGE certify that:
1. They are the president and the secretary, respectively, of NICHOLS
INSTITUTE DIAGNOSTICS, a California corporation.
2. Article VII is added to the articles of incorporation of this
corporation to read as follows:
"The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law."
3. The foregoing amendment of articles of incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly
approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The total number of
outstanding shares of the corporation is 1,000. The number of
shares voting in favor of the amendment equaled or exceeded the
vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: May 11, 1988
Albert L. Nichols, M.D.
----------------------------------
Albert L. Nichols, M.D., President
Albert A. Nichols
----------------------------------
Albert A. Nichols, Secretary