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MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
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Date Received (FOR BUREAU USE ONLY)
SEP 23 1996
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SEP 23 1996
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PH. 517-663-2525 Ref #64806
MI DEPARTMENT OF CONSUMER &
Attn: Cheryl J. Bixby ----------- INDUSTRY SERVICES CORPORATION,
MICHIGAN RUNNER SERVICE SECURITIES & LAND DEVELOPMENT
P.O. Box 266 ----------- BUREAU
Eaton Rapids, MI 48827-0266 Zip Code EFFECTIVE DATE:
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^Document will be returned to the name and address you enter above ^
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4 2 0 - 9 4 0
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ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
ARTICLE I
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The name of the corporation is:
Quest Diagnostics Incorporated
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ARTICLE II
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The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.
The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.
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ARTICLE III
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The total authorized shares:
1. Common Shares 1,000
Preferred Shares
2. A statement of all or any of the relative rights, preferences, and
limitations of the shares of each class is as follows:
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(MICH. - 179 - 12/16/93)CT System
ARTICLE IV
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1. The address of the registered office is:
30600 Telegraph Road,
Bingham Farms, Michigan 48025
2. The mailing address of the registered office, if different than above:
3. The name of the resident agent at the registered office is:
THE CORPORATION COMPANY
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ARTICLE V
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Name Residence or Business Address
Cynthia Montalvo 1633 Broadway, New York, New York 10019
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Kim Wasilewski 1633 Broadway, New York, New York 10019
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Timothy E. Carlson 1633 Broadway, New York, New York 10019
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ARTICLE VI (Optional. Delete if not applicable)
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ARTICLE VII (Optional. Delete if not applicable)
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(MICH. - 179 - 12/16/93)CT System
Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.
I, (We), the incorporator(s) sign my (our) name(s) this 19th day of September,
1996.
/s/ Cynthia Montalvo /s/ Kim Wasilewski
Cynthia Montalvo Kim Wasilewski
/s/ Timothy E. Carlson
Timothy E. Carlson
(MICH. - 179 - 12/16/93)CT System
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Prescribed by 05626 - 0733 Approved
Bob Taft, Secretary of State
30 East Broad Street, 14th Floor Date
Columbus, Ohio 43266-0418
Form FLF (August 1992) Fee
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96093004801
FOREIGN CORPORATION APPLICATION FOR LICENSE
1. The name of the corporation is Quest Diagnostics Incorporated
2. The application is made to secure a |X| permanent |_| temporary license.
3. The corporation was incorporated on: September 23, 1996 under the laws of
the state of: Michigan.
4. The corporation's principal office is located at: One Malcolm Avenue,
Teterboro, New Jersey 07608
5. The corporation's principal office within Ohio is to be located in:
Youngstown in Mahoning County, Ohio 44513
6. The corporation hereby appoints the following as its statutory agent upon
whom process against the corporation may be served in the state of Ohio.
The name and complete address of the statutory agent is: (SEE INSTRUCTION
NO. 4 ON SECOND PAGE)
CT Corporation System
441 Vine Street
Cincinnati, Ohio 45202
7. The corporation irrevocably consents to service of process on the statutory
agent listed above as long as the authority of the agent continues, and to
service of process upon the SECRETARY OF STATE IF:
(a) the agent cannot be found, or
(b) the corporation fails to designate another agent when
required to do so, or
(c) the corporation's license to do business in Ohio expires
or is cancelled.
8. The corporation will exercise the following corporate purpose(s) in Ohio:
(Please provide a brief but specific description; a general purpose clause
is not sufficient.)
Clinical and anatomical laboratory testing services
9. Has the corporation obtained a license to transact business in Ohio at any
time in the past?
|_|yes |X|no.
10. The date on which the corporation began transacting business in Ohio:
|_| Date
OR
|X| will begin business upon approval of application.
11. Is this application being made to enable the corporation to prosecute or
defend a legal action?
|_|yes |X| no. (SEE INSTRUCTION NO. 5 ON SECOND PAGE)
12. The corporation has currently authorized 1,000 shares of stock and has
issued 1 share.
(OHIO - 1931 - 10/9/92)
STATE OF New Jersey
ss:
COUNTY OF Bergen
I, Leo C. Farrenkopf, Jr., being duly sworn, state that I am the
|_| President
|_| Vice President
|X| Secretary
|_| Treasurer of Quest Diagnostics Incorporated and that the foregoing
statements are true and correct to the best of my knowledge and belief.
/s/ Leo C. Farrenkopf
SWORN TO AND SUBSCRIBED IN MY PRESENCE
THIS 23rd DAY OF September, 1996.
/s/ Elsie M. Barnd
Elsie Barnd
My commission expires June 1, 1998
NOTARY SEAL
ELSIE M. BARND
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES JUNE 1, 1998
INSTRUCTIONS
1. This application must be accompanied by an original certificate of good
standing from the state in which the applicant is incorporated, dated not
more than 60 days prior to the filing of the application. (O.R.C.
1703.04(A))
2. The filing fee for a permanent license is $75.00 and for a temporary
license is $125.00. (O.R.C. 1703.04 (C), 1703.13)
3. The application must be signed by the president, vice-president, secretary
or treasurer of the corporation and must be notarized. (O.R.C. 1703.041)
4. In item 6, the agent for service of process may be (a) a natural person who
is a resident of Ohio, or (b) an Ohio corporation or a foreign corporation
licensed in Ohio which is explicitly authorized by its articles to act as
statutory agent and which has a business address in Ohio. (O.R.C. 1703.041)
5. No foreign corporation which previously should have obtained a license to
do business in Ohio shall maintain any action in any court until it has
obtained such a license. Before the corporation shall maintain such action
on any cause of action arising at the time when it was not licensed to
transact business in this state, it shall pay to the Secretary of State a
forfeiture of two hundred fifty dollars with this license application.
(O.R.C. 1703.29) It is only under these circumstances that question no. 11
should be answered "yes". Under all other circumstances the answer to this
question should be "no".
NOTE: Foreign corporations doing business in Ohio must file each year with the
Secretary of State an Annual Statement of Proportion of Capital Stock (Form 7),
showing activity in Ohio during the preceding calendar or fiscal year. This
report is due March 31st, unless an extension has been requested in writing and
has been granted. (O.R.C. 1703.07).
The report is separate and distinct from the Ohio Franchise Tax Report.
If the corporation has been doing business in Ohio prior to the date of
licensing, it must submit a Form 7 for each of the years of unlicensed operation
in Ohio, together with a certificate from the Ohio Department of Taxation
showing that all applicable Franchise Taxes have been paid. For information on
this certificate (D-4), call the Department of Taxation at 614-433-7636.
(OHIO - 1931)