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EXHIBIT 3.19
[SEAL]
ARTICLES OF INCORPORATION
OF
TECHNICAL PATHOLOGY SERVICES, INC,
ARTICLE I.
The name of the corporation is TECHNICAL PATHOLOGY SERVICES, INC.
ARTICLE II.
The period of duration of the corporation shall be perpetual.
ARTICLE III.
The purpose or purposes for which the corporation is organized are as
follows:
To acquire, purchase, own, hold, operate, develop, rent, lease, sublease,
mortgage, pledge, assign, exchange, sell, transfer or otherwise dispose of, and
to invest, trade or deal in, real and personal property of every kind and
description or any interest therein.
To enter into contracts, agreements, and arrangements to manage, operate,
supervise, construct, buy, sell and control land, buildings and improvements,
and all facilities or other properties incidental or related thereto.
To acquire all or any part of the securities, goodwill, rights, property
or assets of all kinds, and to undertake, guarantee or assume (to the extent
permitted by applicable law) the whole or any part of the obligations or
liabilities of any corporation, association, partnership, syndicate, entity,
person,
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or governmental, municipal or public authority, domestic or foreign, located
in or organized under the laws of authority in any part of the world, and to
pay for the same in cash, stocks, bonds, debenture or other securities of
this or any other corporation, or otherwise in any manner permitted by
applicable law; and to conduct in any lawful manner the whole or any part of
any business so acquired.
To borrow or raise monies for any of the purposes of the corporation and
from time to time, without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable
instruments and evidences of indebtedness, and to secure the payment thereof
and of the interest thereon by mortgage on, or pledge, conveyance or
assignment in trust of, the whole or any part of the assets of the
corporation, real, personal or mixed, including contract rights, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise
dispose of such securities or other obligations of the corporation for its
corporate purposes.
To lend money, either with or without any collateral security thereon or
the security of real or personal property, whether tangible or intangible, and
to enter into, make, perform and carry out, or cancel and rescind, contracts of
every kind and for any lawful purpose with any person, firm, association,
corporation, syndicate, governmental, municipal or public authority, domestic or
foreign, or others.
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ARTICLE IV.
The aggregate number of shares which the corporation shall have authority
to issue is One Thousand (1,000) shares of common stock, and each share of
common stock shall (a) have a par value of One Dollar ($1.00) and (b) be
entitled to One (l) vote.
ARTICLE V.
Each shareholder of the corporation shall have a preferential or preemptive
right to acquire unissued or treasury shares or securities convertible into such
shares or carrying a right to subscribe to or acquire shares.
ARTICLE VI.
The private property of the shareholders shall not to be subject to the
payment of debts or liabilities of the corporation to any extent whatsoever.
ARTICLE VII.
The address of the initial registered office of the corporation is 500
Kincaid Towers, Lexington, Kentucky 40507, and the name of the initial
registered agent at such address is E. F. Schaeffer, Jr.
ARTICLE VIII.
The address of the principal office of the corporation is 2277 Charleston
Drive, Lexington, Kentucky 40505.
ARTICLE IX.
The number of directors constituting the initial Board of Directors is
One (1) and the name and address of the person who
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is to serve as director until the first annual meeting of shareholders, or
until his successor be elected and qualified, is:
NAME ADDRESS
---- -------
William E. Graves 3277 Charleston Drive
Lexington, Kentucky 40505
With the exception of the initial Board of Directors as set out above, the
affairs and business of the corporation shall be conducted by a Board of
Directors of not fewer than One (1) nor more than Five (5) members. The Board of
Directors shall have the power to make, alter or amend By-laws and rules to
regulate the business of the corporation as are not inconsistent with the
provisions of these Articles of Incorporation, as the same may be amended from
time to time, or the laws of the Commonwealth of Kentucky, subject to repeal or
change by action of the shareholders.
ARTICLE X.
The name and address of each incorporator of this corporation is as
follows:
NAME ADDRESS
---- -------
E. F. Schaeffer, Jr 500 Kincaid Towers
Lexington, Kentucky 40507
ARTICLE XI.
The corporation reserves the right to amend, alter, change or repeal any
provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
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IN TESTIMONY WHEREOF, I, the undersigned, being the sole incorporator
hereinbefore named, for the purpose of forming a corporation under the laws
of the Commonwealth of Kentucky, do hereby make, file and record these
Articles of Incorporation, and I have accordingly hereunto signed my name the
1st day of February, 1988.
/s/ E. F. SCHAEFFER
-----------------------------
E. F. SCHAEFFER
THIS INSTRUMENT PREPARED BY
/s/ E.F. SCHAEFFER
- ----------------------------------------
KINCAID, WILSON, SCHAEFFER, HEMBREE,
VAN INWEGEN & KINSER, P.S.C.
500 KINCAID TOWERS
LEXINGTON, KENTUCKY 40507
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[SEAL]
ARTICLES OF MERGER OF
PATHOLOGY ASSOCIATES, P.S.C.
WITH AND INTO TECHNICAL PATHOLOGY SERVICES, INC.
Pursuant to KRS 271B.11-050 and KRS 274-087, the undersigned
corporation executes the following Articles of Merger:
A. The Agreement and Plan of Merger, a copy of which is attached
hereto as EXHIBIT A (the "Plan"), was approved by the shareholders of each of
the constituent corporations in the manner prescribed by the Kentucky Business
Corporation Act.
B. Every shareholder of each of the constituent corporations is
qualified to be a shareholder of the surviving corporation.
C. As to each of the constituent corporations, the designation,
number of shares outstanding, and the number of votes entitled to be cast by
each voting group entitled to vote separately on the Plan are as follows:
<Table>
<Caption>
DESIGNATION AND NUMBER NUMBER OF VOTES ENTITLED TO BE
NAME OF CORPORATION OF SHARES OUTSTANDING BE CAST BY EACH VOTING GROUP
- ---------------------------------- -------------------------- ----------------------------
Pathology Associates, P.S.C. 459 shares of Common Stock 459
Technical Pathology Services, Inc. 960 shares of Common Stock 960
</Table>
D. As to each of the constituent corporations, the total number of
votes cast for and against the Plan for each voting group entitled to vote
separately thereon are as follows:
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<Table>
<Caption>
NAME OF CORPORATION VOTING GROUP CAST FOR CAST AGAINST
- ------------------- ------------ -------- ------------
Pathology Associates, P.S.C. Common Stock 459 -0-
Technical Pathology Services, Inc. Common Stock 960 -0-
</Table>
The number cast for the Plan by each voting group sufficient for
approval by that voting group.
E. The merger effected by these Article of Merger shall be effective
upon filing with the Secretary of State.
Date: September 13, 1996 TECHNICAL PATHOLOGY SERVICES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title: Secretary & Treasurer
-----------------------------
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EXHIBIT A
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Plan") is made and entered into as
of this 13th day of September, 1996, by and between TECHNICAL PATHOLOGY SERVICES
INC., a Kentucky corporation ("TPS") and PATHOLOGY ASSOCIATES, P.S.C., a
Kentucky professional service corporation ("Associates").
RECITALS:
The respective Boards of Directors of TPS and Associates have
determined that it is desirable for the general welfare and advantage of TPS and
Associates and their respective shareholders, for Associates to be merged with
and into TPS, in accordance with the terms of this Plan.
The respective Boards of Directors of TPS and Associates have approved
and adopted this Plan and have authorized the execution hereof.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and undertakings herein contained, the parties hereby agree as
follows:
ARTICLE 1
THE MERGER
1.1 THE MERGER. Upon the terms and conditions set forth in this Plan,
at the Effective Time (as hereinafter defined) Associates shall be merged
with and into TPS, with TPS the "Surviving Corporation," under the provisions
of, and with the effect provided in, the Kentucky Business Corporation Act
(the "Merger").
1.2 ARTICLE OF MERGER. Upon the terms and conditions set forth in this
Plan, Articles of Merger will be duly prepared and executed by the Surviving
Corporation and thereafter delivered for filing to the Secretary of State of the
Commonwealth of Kentucky as provided in the Agreement. The Merger shall become
effective at such time as is provided in the Articles of Merger (the "Effective
Time").
1.3 EFFECT OF FILING.
A. At the Effective Time, (i) the separate existence of Associates
shall cease and Associates shall be merged with and into TPS, (ii) the Articles
of Incorporation of TPS as in effect immediately prior to the Effective Time, as
amended as provided in Section 1.3.D hereof, shall be the Articles of
Incorporation of the Surviving Corporation, and (iii) the Bylaws of TPS as in
effect immediately prior to the Effective Time shall be the Bylaws of the
Surviving Corporation.
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B. At the Effective Time the officers and the Board of Directors of
the Surviving Corporation shall consist of those persons serving as the officers
and directors of TPS immediately prior to the Effective Time.
C. At and after the Effective Time, the Merger will have the effects
set forth in KRS 2718.11-060 of the Kentucky Business Corporation Act and as
otherwise provided by law.
D. The Surviving Corporation's Articles of Incorporation shall be
amended as follows:
(l) Article I of the Surviving Corporation's Articles of
Incorporation shall be amended to read in its entirety as follows:
ARTICLE I
The name of the corporation shall be AmeriPath Kentucky, Inc.
(2) Article V of the Surviving Corporation's Articles of
Incorporation shall be amended to read in its entirety as follows:
ARTICLE V
No shareholder of the corporation shall have any preferential or
preemptive right to acquire unissued or treasury shares or securities
convertible into such shares or carrying a right to subscribe to or
acquire shares.
(3) A new Article XII shall be added to the Surviving
Corporation's Article of Incorporation and shall read in its entirety as
follows:
ARTICLE XII
Any action, except the election of directors, required or
permitted to be taken at a shareholders' meeting may be taken without
a meeting if the action is taken by shareholders representing not
less than eighty percent (80%) of the votes entitled to be cast.
Any such action taken must be evidenced by one or more written
consents [1] describing the action taken, [2] signed by the
shareholders taking the action, and [3] delivered to
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the corporation for inclusion in the minutes or filing with the
corporate records.
Prompt notice of any action taken by shareholders without a
meeting by less than unanimous written consent must be given to those
shareholders entitled to vote on the action who have not consented in
writing.
ARTICLE 2
CONVERSION OF SHARES
2.1 CONVERSION.
A. CONVERSION OF ASSOCIATES COMMON STOCK. Each share of the
Associates Common Stock issued and outstanding immediately prior to the
Effective Time shall, automatically, by virtue of the Merger and at the
Effective Time, be exchanged for and converted, without any future notice to or
action on the part of the holder thereof, into one (1) share of TPS Common
Stock. All shares of Associates Common Stock shall automatically be canceled
and shall cease to exist and each certificate previously representing any such
shares shall thereafter represent the number of shares of TPS Common Stock into
which such Associates Common Stock has been converted. Certificates previously
representing shares of Associates Common Stock shall be exchanged for TPS Common
Stock on the Surviving Corporation issued in consideration therefor upon the
surrender of such certificates.
B. TPS COMMON STOCK. Each share of TPS Common Stock issued and
outstanding immediately prior to the Effective Time shall remain outstanding and
unaffected by the Merger.
ARTICLE 3
CONVENTS
3.1 COOPERATION. TPS and Associates shall proceed expeditiously and
cooperate fully in the procurement of any consents and approvals, and in the
taking of any other actions and the satisfaction of all other requirements
prescribed by law or otherwise, necessary for consummation of the Merger.
3.2 SHAREHOLDER APPROVAL. This Plan shall be submitted for approval to the
shareholders of TPS and Associates at a meeting to be promptly called and held
in accordance with the applicable provisions of law and the articles and bylaws
of TPS and Associates or by unanimous shareholder action without a meeting (the
"Meet-
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ings"). The Boards of Director of TPS and Associates shall each recommend
that its shareholders adopt and approve this Plan at the Meetings and shall
take all action reasonably necessary or helpful to secure a vote of
shareholders in favor of the Merger.
3.3 ADDITIONAL AGREEMENTS. In case at any time after the Effective Time
any further action is necessary or desirable to carry out the purposes of
this Plan or to vest the Surviving Corporation with full title to all
properties, assets, rights, approvals, immunities and franchises of either of
TPS or Associates, each party to this Plan shall take all much necessary
action.
ARTICLE 4
GENERAL PROVISIONS
4.1 LAW AND SECTION HEADINGS. This Plan shall be construed and interpreted
in accordance with the laws of the Commonwealth of Kentucky. Section headings
are used in this Plan for convenience only and are to be ignored in the
construction of the terms of this Plan.
4.2 COUNTERPARTS. This Plan may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.
4.3 ENTIRE AGREEMENT; WAIVER. This Plan constitutes and contains the entire
agreement of TPS and Associates with respect to the Merger and supersedes any
prior agreement by the parties, whether written or oral. The waiver of a breach
of any term or condition of this Plan must be in writing signed by the party
sought to be charged with such waiver and such waiver shall not be deemed to
constitute the waiver of any other breach of the same or of any other term or
condition of this Plan.
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IN WITNESS WHEREOF, the parties hereto have caused this Plan to be
executed by their duly authorized officers as of the date first above written.
"TPS" TECHNICAL PATHOLOGY SERVICES, INC.
By: /s/ [ILLEGIBLE]
------------------------------------
Title: Secretary and Treasurer
---------------------------------
"Associates" PATHOLOGY ASSOCIATES, S.S.C.
By: /s/ James E. Dunningan
------------------------------------
Title: Chairman
---------------------------------
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[SEAL]
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERIPATH KENTUCKY, INC.
Pursuant to the provisions of KRS 271B.10-060, Articles of Amendment to the
Articles of Incorporation of AmeriPath Kentucky, Inc. (the "Corporation") are
hereby adopted:
FIRST: The name of the Corporation is AmeriPath Kentucky, Inc.
SECOND: Article IV is amended in its entirety to read as follows:
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which the corporation shall have
authority to issue is Two Thousand (2,000) shares of common stock, and
each share of common stock shall (a) have a par value of one Dollar
($1.00) and (b) be entitled to One (1) vote.
THIRD: The above described amendment was adopted by the board of
directors on September 25, 1996 and adopted by unanimous
consent of the shareholders on September 25, 1996. The number
of shares of the Corporation's capital stock outstanding at
the time of such adoption was 1,000 shares of common stock.
The designation and number of votes entitled to be cast by
the sole voting group entitled to vote separately thereon
were as follows:
CLASS NUMBER OF VOTES
----- ---------------
Common Stock 1,000
The number of votes of the sole voting group indisputably
represented by unanimous written consent was:
CLASS NUMBER OF VOTES
----- ---------------
Common Stock 1,000
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The total number of undisputed votes cast for the amendment by
the sole voting group was 1,000. The number of undisputed votes
cast for the amendment was sufficient for approval by the sole
voting group.
FOURTH: This amendment does not provide for an exchange, reclassification
or cancellation of issued shares of stock of the Corporation.
Dated as of September 3, 1996
AMERIPATH KENTUCKY, INC.
By: /s/ [ILLEGIBLE]
----------------------------------
Title: Vice President
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