FEDERAL IDENTIFICATION
NO. 04-2449994
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Raymond C. Marier, Vice President,
and Leo C. Farrenkopf, Jr., Clerk,
of MetPath New England Inc.,
located at 3 Sterling Drive, Wallingford, CT 06492,
certify that these Articles of Amendment affecting articles numbered:
article 1
of the Articles of Organization were duly adopted by unanimous written consent
on __________, 1996, by vote of:
1,001 shares of COMMON of 1,001 shares outstanding,
shares of of shares outstanding,
shares of of shares outstanding,
1*being at least a majority of each type, class or series outstanding and
entitled to vote thereon:/or 2*being at least two-thirds of each type, class or
series outstanding and entitled to vote thereon and of each type, class or
series of stock whose rights are adversely affected thereby: ___________________
1 For amendments adopted pursuant to Chapter 156B, Section 70. * Delete the
inapplicable clause. 2 For amendments adopted pursuant to Chapter 156B, Section
71.
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To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
NUMBER OF NUMBER OF
TYPE SHARES TYPE SHARES PAR VALUE
Common: Common:
Preferred: Preferred:
Change the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
NUMBER OF NUMBER OF
TYPE SHARES TYPE SHARES PAR VALUE
Common: Common:
Preferred: Preferred:
Article 1 of the Articles of Organization is hereby amended to read as follows:
"The name of the corporation is Damon Clinical Laboratories, Inc."
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: September 13, 1996
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SIGNED UNDER THE PENALTIES OF PERJURY, this 30th day of August, 1996,
/s/ Raymond C. Marier, Vice President,
- --------------------------
Raymond C. Marier
/s/ Leo C. Farrenkopf, Jr., Clerk.
- --------------------------
Leo C. Farrenkopf, Jr.
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FEDERAL IDENTIFICATION NO. 06-0873707
FEDERAL IDENTIFICATION NO. 04-2449994
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS. 02108
ARTICLES OF MERGER
Pursuant to General Laws, Chapter 156B, Section 79
The fee for filing this certificate is prescribed by
General Laws, Chapter 156B, Section 114. Make
checks payable to the Commonwealth of
Massachusetts.
* * * *
MERGER OF MetPath New England Inc.,
a Delaware corporation
and
Damon Clinical Laboratories, Inc.
a Massachusetts corporation
the constituent corporations
into
Damon Clinical Laboratories, Inc.
one of the constituent corporations organized under the laws of Massachusetts as
specified in the agreement referred to in Paragraph 1 below.
The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:
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1. An agreement of merger has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
79, and will be kept as provided by subsection (c) thereof. The surviving
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
request and without charge.
2. The effective date of the merger determined pursuant to the agreement
referred to in paragraph shall be 11:59 p.m. on December 31, 1993.
3. (For a merger)
The following amendments to the articles of organization of the SURVIVING
corporation have been affected pursuant to the agreement of merger referred to
in paragraph 1: At such time as the merger is effective, Article 1 of the
Articles of Organization of the surviving corporation shall be amended to read
as follows: "The name of this corporation is MetPath New England Inc."
(a) The purposes of the RESULTING corporation are as follows:
(b) The total number of shares and the par value, if any, of each class of
stock which the resulting corporation authorized is as follows:
CLASS OF STOCK WITHOUT PAR VALUE WITH PAR VALUE
PAR
NUMBER OF SHARES NUMBER OF SHARES VALUE AMOUNT
Preferred $
Common
(c) If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.
NONE
(d) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, for
restrictions upon the transfer of shares of stock of any class, or for limiting,
defining or regulating the powers of the corporation, or of its directors or
stockholders, or any class of stockholders:
NONE
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4. The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving corporation:
(a) The post office address of the initial principal office of the
surviving corporation in Massachusetts is:
82 Wilson Way, Westwood, Massachusetts 02070
(b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving corporation is as
follows:
Name Residence Post Office Address
President Raymond E. Vermette 82 Wilson Way, Westwood,
Massachusetts 02070
Treasurer Beno R. Kon 82 Wilson Way, Westwood,
Massachusetts 02070
Clerk Bruce G. Goodman 82 Wilson Way, Westwood,
Massachusetts 02070
Directors Jeffrey S. Hurwitz One Malcolm Ave., Teterboro NJ
07608
James D. Chambers One Malcolm Ave., Teterboro NJ
07608
Bruce G. Goodman 82 Wilson Way, Westwood,
Massachusetts 02070
(c) The date initially adopted on which the fiscal year of the surviving
corporation ends is:
December 31
(d) The date initially fixed in the by-laws for the Annual Meeting of
stockholders of the surviving corporation is:
Third Tuesday of Each December
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF CONSOLIDATION/MERGER
(General Laws, Chapter 156B, Section 79)
I hereby approve the within articles of consolidation/merger and, the
filing fee in the amount of $250.00 having been paid, said articles are deemed
to have been filed with me this 28th day of December, 1993.
Effective Date: December 31, 1993
/s/ Michael Joseph Connolly
---------------------------
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Articles of Merger to be sent
TO:
C T Corporation System
2 Oliver Street
Boston, Mass. 02109
Telephone 617-482-4420
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