STATE OF MICHIGAN
MICHIGAN DEPARTMENT OF TREASURY
CORPORATION DIVISION
LANSING, MICHIGAN
DO NOT WRITE IN SPACE BELOW -- FOR DEPARTMENT USE
Date Received: Compared by:
JAN 27 1969
This is to certify this
Date: document to be a true copy
of the original on file in this
office.
FILED
JAN 29 1969
Examiner: /s/ Allison Grun
STATE TREASURER
Michigan Department of
Treasury
ARTICLES OF INCORPORATION
These Articles of Incorporation are signed and acknowledged by the incorporators
for the purpose of forming a corporation for profit under the provisions of Act
No. 327 of the Public Acts of 1931, as amended, as follows:
ARTICLE I.
The name of the corporation is ADVANCE MEDICAL & RESEARCH CENTER, INC.
ARTICLE II.
The purpose or purposes for which the corporation is formed are as follows:
To conduct, operate, own, manage and generally carry on the business of medical,
clinical and research laboratories within the State of Michigan, and to acquire,
lease, own and convey and dispose of real or personal property used in the
operation of said business.
In general to carry on any business in connection therewith and incident thereto
not forbidden by the laws of the State of Michigan and with all the powers
conferred upon corporations by the laws of the State of Michigan.
ARTICLE III.
Location of the first registered office is:
1509 S. Telegraph Pontiac Oakland Michigan 48053
Post office address of the first registered office is:
1509 S. Telegraph Pontiac Michigan 48053
ARTICLE IV.
The name of the first resident agent is Robert L. Moloney
1
ARTICLE V.
The total authorized capital stock is
Preferred shs. NONE Par Value $ NONE
(1) per share
Common shs. 50,000 Par Value $ 1.00
Book Value $
per share
Preferred none Price fixed for sale
and/or shs. of (2) no par value
Common Book Value $
per share
Price fixed for sale $
(3) A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof is as follows:
All shares of stock shall have the same powers, preferences and rights.
ARTICLE VI.
The names and places of residence or business of each of the incorporators and
the number and class of shares subscribed for by each are as follows: (Statute
requires one or more incorporators)
Name Residence or Business Address Number of Shares
Par Stock Non-Par Stock
Common Preferred Common Preferred
Robert L. Moloney
1509 S. Telegraph Pontiac, Mich. 18,000
ARTICLE VII.
The names and addresses of the first board of directors are as follows:
(Statute requires at least three directors)
Name Residence or Business Address
Robert L. Moloney 1509 S. Telegraph, Pontiac, Michigan
Richard E. Arnold 1940 Welbeck, Union Lake, Michigan
Aldoph H. Magnus, Jr. 879 Foxhall Rd. Bloomfield Hills, Michigan
ARTICLE VIII.
The term of the corporate existence is perpetual.
(If term is for a limited number of years, then state the number of years
instead of perpetual)
2
ARTICLE IX.
OPTIONAL (Please delete Article IX if not applicable)
Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them,
any court of equity jurisdiction within the state may on the application of this
corporation or of any creditor or any shareholder thereof, or on the application
of any receiver or receivers appointed for this corporation, order a meeting of
the creditors or class of creditors, or of the shareholders or class of
shareholders, to be affected by the proposed compromise or arrangement or
reorganization, to be summoned in such manner as said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, or of the shareholders or class of shareholders, to be affected by
the proposed compromise or arrangement or reorganization, agree to any
compromise or arrangement or to any reorganization of this corporation as a
consequence of such compromise or arrangement, said compromise or arrangement
and said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, or on all the shareholders or class of shareholders, and also on this
corporation.
ARTICLE X.
(Here insert any desired additional provisions authorized by the Act)
This corporation is organized with plan to qualify under Sec.
1244, Sub-Chapter P - Capital Gains & Losses, and under Secs. 1372,
1373 and 1374, Sub-Chapter S - Election of Certain Small Business
Corporations as to Taxable Status, of amendments to Internal Revenue
Code of 1954.
We, the incorporators, sign our names this 23rd day of January 19 69.
(All parties appearing under Article VI are required to sign in this space)
/s/ Robert L. Moloney
---------------------
Robert L. Moloney
STATE OF MICHIGAN } (One or more of the parties signing must acknowledge
} ss. before the Notary)
COUNTY OF OAKLAND }
On this 23rd day of January 1969,
before me personally appeared Robert L. Moloney
to me known to be the persons described in and who executed the foregoing
instrument, and acknowledged that they executed the same as their free act and
deed.
(Signature of Notary)
/s/ Sheila Steinhoff
----------------------------------------------------------------
(Print or type name of Notary)
Notary Public for Oakland County,
State of Michigan.
My commisison expires 3/8/70
(Notarial seal required if acknowledgment taken out of State)
3
STATE OF MICHIGAN
MICHIGAN DEPARTMENT OF TREASURY
CORPORATION DIVISION
LANSING, MICHIGAN
NOTE DO NOT WRITE IN SPACE BELOW --
FOR DEPARTMENT USE
Mail ONE signed and acknowledged copy to Date Received:
Michigan Department of Treasury DEC-9 1969
Corporation Division
P.O. Drawer C
Lansing, Michigan 48904
Filing Fee $5.00
(Make fee payable to
State of Michigan)
This is to certify this document to be a
true copy of the original on file in this
office.
FILED
DEC 11 1969
/s/ Allison Grun
STATE TREASURER
MICHIGAN DEPARTMENT OF TREASURY
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
Advance Medical & Research Center, Inc.
a Michigan corporation, whose registered office is located at
1509 South Telegraph
Pontiac Oakland Michigan 48053 certifies pursuant to the
provisions of Section 43 of Act No. 327 of the Public Acts of 1931, as amended,
that at a meeting of the Shareholders
of said corporation called for the purpose of amending the articles of
incorporation, and held on the 7th day of November 1969 it was resolved by the
unanimous vote of each class entitled to vote and of each class whose rights,
privileges or preferences are changed,
that Article No. V of the Articles of Incorporation is amended to read as
follows, viz.:
ARTICLE V.
(Any article being amended is required to be set forth in its entirety.)
The total authorized capital stock is:
(1) 50,000 Shares of $1.00 par value common stock
(2) 500 Shares of $100.00 par value Class A 7% Cumulative Preferred Shares
(3) A statement of all or any of the designations and the powers,
preferences and rights, and
the qualifications, limitations or restrictions thereof is as follows:
The Common stock is fully paid, non-assessable, voting stock, without
pre-emptive rights.
The Class A 7% Cumulative Preferred stock shall be entitled to a cumulative
dividend of $7.00 per share accruing as of November 1, of each year as to each
share issued and outstanding on that date and subject to payment form the earned
surplus of the corporation at such times as declared by the Board of Directors;
it shall be entitled and limited to preferential payment on liquidation of an
amount equal to its par value prior to any liquidation payments upon the issued
and outstanding common stock; it shall be non-voting; it shall be subject to
call by the corporation at any time prior to November 1, 1979, and to redemption
at the shareholders option
4
on or after November 1, 1979, at a call or redemption price of $110.00 per share
plus any accrued and unpaid dividends; it shall be convertible on a dollar for
dollar basis into any future common stock issue which may be offered to the
public while such preferred stock is outstanding, provided that such conversion
rights shall terminate thirty days after written notice to the stockholder of
the availability of the public issue for conversion.
NOTE: Sec. 43. amended by Act 155, P.A. 1953, provides:
". . . That any amendment which impairs the preemptive right of the
holders of shares of any class of capital stock entitled to such right
shall be approved by the vote of the holders of 2/3 of the shares of each
such class . . . . "
Signed on December 6, 1969.
Affix Corporate Seal Here
ADVANCE MEDICAL & RESEARCH CENTER, INC.
(Corporate Name)
By /s/ Robert L. Moloney
----------------------------------
(President or Vice-President)
Robert L. Moloney
/s/ James L. Howlet
----------------------------------
(Secretary or Assistant Secretary)
James L. Howlett
STATE OF MICHIGAN
COUNTY OF OAKLAND } SS
On this 6 day of December, 1969, before me appeared
Robert L. Moloney
to me personally known, who, being by me duly sworn, did say that he is the
president or
of Advance Medical & Research Center, Inc.,
which executed the foregoing instrument, and that* [the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed* [and sealed] in behalf of said corporation by authority of its board
of directors, and said officer acknowledged said instrument to be the free act
and deed of said corporation.
*If corporation has no seal strike out the words
in brackets and add at end of acknowledgment
the following: "and that said corporation has
no corporate seal".
/s/ Norma M. Anderson
---------------------
Norma M. Anderson
Notary Public for Oakland County
State of Michigan
My Commisison expires May 13, 1972
(Notarial seal required if
acknowledgment taken out
of State)
5
(For Use By Domestic Corporations)
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORAITON OF
ADVANCE MEDICAL & RESEARCH CENTER, INC.
(Name of Corporation)
The undersigned corporation executes the following Certificate
of Amendment to its Articles of Incorporation pursuant to
the provisions of Section 631, Act 284, Public Acts of
1972:
1. The name of the corporation is Advance Medical & Research Center, Inc.
The location of the registered office is
1270 Doris Road Pontiac, Michigan 48057
2. The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation in accordance with Subsection
(2) of Section 611, Act 284, Public Acts of 1972, on the 19th day of May, 1978:
Resolved, that Article V of the Articles of Incorporation be amended to
read as follows: (Any article being amended is required to be set forth in its
entirety.)
The total authorized capital stock is:
(1) 50,000 shares of $1.00 par value common stock.
3. The necessary number of shares as required by statute were voted in favor
of the amendment.
Dated this 31st day of May, 1978.
ADVANCE MEDICAL & RESEARCH CENTER, INC.
By /s/ Robert L. Moloney, President
------------------------------------
Robert L. Moloney, President
6
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
DEC 15 1995 FILED
DEC 15 1995
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
Name
Address
City
EFFECTIVE DATE:
- --------------------------------------------------------------------------------
Document will be returned to the name and address you enter above
CERTIFICATE OF AMENDMENT TO THE 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 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
- --------------------------------------------------------------------------------
1. The present name of the corporation is: ADVANCE MEDICAL & RESEARCH
CENTER, INC.
2. The identification number assigned by the Bureau is: 179-214
3. The location of the registered office is: The Corporation Company
30600 Telegraph Road, Bingham Farms, Michigan 48025
- ----------------------------------- -----------------------------------
(Street Address) (City) (Zip Code)
4. Article I of the Articles of Incorporation is hereby amended to read as
follows:
"The name of the corporation is Corning Clinical Laboratories Inc."
- --------------------------------------------------------------------------------
7
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE
BOTH.
a. |_| The foregoing amendment to the Articles of Incorporation was
adopted on the day of , 19 , in accordance with
the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the Board of
Directors of Trustees.
Signed this day of , 19 .
-------------------- --------------------
(Signature) (Signature)
-------------------- --------------------
(Type or Print Name) (Type or Print Name)
-------------------- --------------------
(Signature) (Signature)
-------------------- --------------------
(Type or Print Name) (Type or Print Name)
b. |_| The foregoing amendment to the Articles of Incorporation was
duly adopted on the 25th day of November, 1995. The amendment:
(check one of the following)
|_| was duly adopted in accordance with Section 611(2) of the
Act by the vote of the shareholders if a profit
corporation, or by the vote of the shareholders or
members if a nonprofit corporation, or by the vote of the
directors if a nonprofit corporation organized on a
nonstock directorship basis. The necessary votes were
cast in favor of the amendment.
|_| was duly adopted by the written consent of all directors
pursuant to Section 525 of the Act and the corporation is
a nonprofit corporation organized on a nonstock
directorship basis.
|_| was duly adopted by the written consent of the
shareholders or members having not less than the minimum
number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit
corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders who have not
consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members
is permitted only if such provision appears in the
Articles of Incorporation.)
|X| was duly adopted by the written consent of all the
shareholders or members entitled to vote in accordance
with Section 407(3) of the Act if a nonprofit
corporation, or Section 407(2) of the Act if a profit
corporation.
Signed this 28 day of December, 1995
By____________________________________________________
(Only Signature of President Vice-President,
Chairperson, or Vice-Chairperson)
Raymond C. Marier Vice President
----------------------------------------------------
(Type or Print Name) (Type or Print Name)
8
CERTIFICATE OF MERGER
OF
METPATH SERVICES CORPORATION
AND METPATH TPA, INC.
INTO
CORNING CLINICAL LABORATORIES INC.
(a Michigan corporation)
----------
To the Administrator
Michigan Department of Commerce
Corporation and Securities Bureau
Corporate Division
State of Michigan
Pursuant to the provisions of the Business Corporation Act of the State of
Michigan, Act 284 P. A. 1972, it is hereby certified that:
1. Annexed hereto and made a part hereof is the Plan of Merger for merging
MetPath Services Corporation ("MSC") and MetPath TPA, Inc. ("TPA"), each a
Michigan business corporation, with and into Corning Clinical Laboratories Inc.
("CCL"), a Michigan business corporation.
2. The Plan of Merger has been adopted by the Board of Directors of MSC and
TPA in accordance with Section 701 of the Business Corporation Act and has been
approved by the shareholders of MSC and TPA entitled to vote thereon in
accordance with Section 703a of the Business Corporation Act, except that all of
the shareholders entitled to vote dispensed with the holding of the meeting of
shareholders otherwise prescribed by Section 703a of the Business Corporation
Act and approved the Plan of Merger by a consent in writing signed by all of
them without any such meeting.
The Plan of Merger has been adopted by the Board of Directors of CCL in
accordance with Section 701 of the Business Corporation Act. No approval by the
shareholders of CCL was required under Section 703a of the Business Corporation
Act or by the Articles of Incorporation of CCL.
3. The number of outstanding shares of MSC is 1,000, all of which are of
one class and are common shares. The number of outstanding shares of TPA is
1,000, all of which are of one class and are common shares. The number of
outstanding shares of CCL is 22,000, all of which are of one class and common
shares.
4. The Plan of Merger does not amend the Articles of Incorporation of CCL.
5. The Plan of Merger will be furnished by CCL, on request and without
cost, to any shareholder of CCL, TPA or MSC.
6. The effective date is: August 31, 1996 at 11:59 p.m. Executed as of June
30, 1996.
9
CORNING CLINICAL LABORATORIES INC. (MI)
By: /s/ Kenneth Roe
-------------------------------------
Kenneth Roe
President
METPATH SERVICES CORPORATION
By: /s/ Kenneth Roe
-------------------------------------
Kenneth Roe
President
METPATH TPA, INC.
By: /s/ Douglas VanOort
-------------------------------------
Douglas VanOort
Vice President
10
PLAN OF MERGER
OF
METPATH SERVICES CORPORATION
AND METPATH TPA, INC.
INTO
CORNING CLINICAL LABORATORIES INC.
(a Michigan corporation)
PLAN OF MERGER adopted as of June 30, 1996 by Corning Clinical Laboratories
Inc. ("CCL"), a business corporation of the State of Michigan, and by resolution
of its Board of Directors on said date, and adopted on June 30, 1996 by MetPath
Services Corporation ("MSC") and MetPath TPA, Inc. ("TPA"), each of which is a
business corporation of the State of Michigan, and by resolution of its Board of
Directors on said date.
1. The Merger. MSC, TPA and CCL shall, pursuant to the provisions of the
Business Corporation Act of the State of Michigan ("BCA"), be merged with and
into a single corporation, to wit, CCL, which shall be the surviving corporation
upon the effective date of the merger and which is sometimes hereinafter
referred to as the "Surviving Corporation," and which shall continue to exist as
said Surviving Corporation under the provisions of the BCA. The separate
corporate existence of MSC and TPA shall cease upon said effective date of the
merger.
2. Effective Time. The Merger shall become effective (the "Effective Time")
at 11:59 p.m. on August 31, 1996 or, if later, upon the filing of the
Certificate of Merger with the Secretary of State of Michigan in accordance with
the BCA.
11
3. Outstanding Shares. The number of outstanding shares of MSC is 1,000,
all of which are of one class and are common shares, and all of which are
entitled to vote. The number of outstanding shares of TPA is 1,000, all of which
are of one class and are common shares, and all of which are entitled to vote.
The number of outstanding shares of CCL is 22,000, all of which are of one
class and are common shares, and all of which are entitled to vote.
4. Articles of Incorporation of the Surviving Corporation. The Articles of
Incorporation of CCL as in effect immediately prior to the Effective Time shall,
until thereafter and further amended as provided therein and under the BCA, be
the Articles of Incorporation of the surviving corporation.
5. By-Laws of the Surviving Corporation. The By-Laws of CCL as in effect
immediately prior to the Effective Time, shall, until thereafter and further
amended as provided therein and under the BCA, 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 CCL immediately prior to the Effective
Time, until their respective successors are duly elected and qualified.
12
7. Officers of the Surviving Corporation. The Officers of the Surviving
Corporation shall be the Officers of CCL 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 CCL 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.
(ii) Each outstanding share of Common Stock of MSC and TPA 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
franchise, both public and private, and all of the property, real, personal, and
mixed, of each of MSC, TPA and CCL; all debts due to MSC and TPA shall be vested
in the Surviving Corporation; all claims, demands, property rights, privileges,
powers and franchises and every other interest of MSC and TPA shall be
effectively the property of the Surviving Corporation as they were of MSC and
TPA; the title
13
to any real estate vested by deed or otherwise in MSC and TPA 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 MSC and TPA 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 MSC and TPA 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 of MSC and TPA. This Plan of Merger shall be
submitted to the shareholders of MSC and TPA for their approval or rejection in
the manner prescribed by the BCA. This Plan of Merger is not required to be
submitted to the shareholders CCL for their approval.
11. Abandonment of Merger. This Plan of Merger may be terminated and abandoned
by joint action of the Board of Directors of CCL, MSC and TPA at any time prior
to Effective Time.
12. Further Actions. The proper officers of CCL, MSC and TPA 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 become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Plan of Merger or of the
Merger.
14