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EXHIBIT 3.23
[STAMP]
ARTICLES OF INCORPORATION
OF
AMERIPATH MARKETING USA, INC
(A FLORIDA CORPORATION)
ARTICLE I
(NAME)
The name of the Corporation is AMERIPATH MARKETING USA, INC. (hereinafter
called the "CORPORATION").
ARTICLE II
PRINCIPAL OFFICE AND REGISTERED AGENT
The current address of the principal place of business of the Corporation
is 7289 Garden Road, Suite 200, Riviera Beach, Florida, 33404; such principal
place of business of the Corporation may be relocated to such address and in
such city in the State of Florida as designated by the Board of Directors of the
Corporation (the "BOARD OF DIRECTORS") from time to time. The name and address
of the Corporation's registered agent in the State of Florida, whose Consent to
Appointment as Registered Agent accompanies these Articles of Incorporation, is
Corpdirect Agents, 103 North Meridian Street, Lower Level, Tallahassee, Florida
32301.
ARTICLE III
PURPOSE
The Corporation is formed to engage in any lawful act or activity for which
corporations may be organized under the Florida Business Corporation Act,
Chapter 607, Florida Statutes (the "FBCA"), including any amendments thereto.
ARTICLE IV
CAPITAL STOCK
Except as otherwise provided by law, authorized shares of capital stock of
the Corporation, regardless of class or series, may be issued by the
Corporation, from time to time in such amounts, for such lawful consideration
and for such corporate purposes as the Board of Directors of the Corporation
(the "BOARD OF DIRECTORS") may from time to time determine. All capital stock
when issued and fully paid for shall be deemed fully paid and non-assessable.
The aggregate number of shares of capital stock which the Corporation shall have
the authority to issue is One Thousand (1,000) shares, consisting of One
Thousand (1,000) shares of Common Stock, par value $0.001 per share (the "COMMON
STOCK").
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A. COMMON STOCK.
A statement of the powers, privileges and rights, and the qualifications,
limitations or restrictions thereof, in respect of the Common Stock of the
Corporation, is as follows:
1. GENERAL. All shares of Common Stock shall be identical and shall
entitle the holders thereof to the same powers, preferences,
qualifications, limitations, privileges and other rights.
2. VOTING RIGHTS. Each holder of record of Common Stock shall be
entitled to one vote for each share of Common Stock standing in such
holder's name on the books of the Corporation. Except as otherwise required
by law of these Articles of Incorporation or any shareholders' agreement to
which the Corporation and its shareholders may be a party, the holders of
Common Stock shall vote together as a single class on all matters submitted
to shareholders for a vote (including any action by written consent).
3. DIVIDENDS. Subject to provisions of law and to these Articles of
Incorporation, the holders of Common Stock shall be entitled to receive
dividends out of funds legally available therefore at such time and in such
amounts as the Board of Directors may determine in its sole discretion.
4. LIQUIDATION. Subject to provisions of law and to these Articles
of Incorporation, upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the payment or
provisions for payment of all debts and liabilities of the Corporation, the
holders of Common Stock shall be entitled to share ratably in the remaining
assets of the Corporation available for distribution.
B. OPTIONS, WARRANTS & RIGHTS.
1. The Corporation may issue options, warrants and rights for the
purchase of shares of any class or series of the Corporation. The Board of
Directors, in its sole discretion, shall determine the terms and conditions
on which the options, warrants or rights are issued, their form and content
and the consideration for which, and terms and conditions upon which, the
shares are to be issued.
2. The terms and conditions of rights or options to purchase shares
of any class or series of the Corporation may include, without limitation,
restrictions or conditions that preclude or limit the exercise, transfer,
receipt or holding of such rights or options by any person or persons,
including any person or persons owning (beneficially or of record) or
offering to acquire a specified number or percentage of the outstanding
shares of any class or series, or any transferee or transferees of any such
person or persons, or that invalidate or void such rights or options held
by any such person or persons or any such transferee or transferees.
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ARTICLE V
BOARD OF DIRECTORS
The Board of Directors shall consist of not fewer than one (1) nor more
than five (5) members. The number of directors within these limits may be
increased or decreased from time to time as provided in the Bylaws of the
Corporation. All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors. Members of the Board of Directors must be
natural persons who are at least 18 years of age but need not be residents of
Florida or shareholders of the Corporation.
ARTICLE VI
DIRECTOR ACTION WITHOUT A MEETING
Any action required or permitted to be taken at a meeting of the Board of
Directors (or a committee of the Board of Directors) may be taken without a
meeting if the action is taken by the written consent of all members of the
Board of Directors (or of the committee of the Board of Directors). The action
must be evidenced by one or more written consents describing the action to be
taken and signed by each director (or committee member), which consent(s) shall
be filed in the minutes of the proceedings of the Board of Directors. The action
taken shall be deemed effective when the last director signs the consent, unless
the consent specifies otherwise.
ARTICLE VII
CALL OF SPECIAL SHAREHOLDERS MEETING
Except as otherwise required by applicable law, the Corporation shall not
be required to hold a special meeting of shareholders of the Corporation unless
(in addition to any other requirements of applicable law) (i) the holders of not
less than thirty-three and one-third (33 1/2) percent of all the votes entitled
to be cast on any issue proposed to be considered at the proposed special
meeting sign, date and deliver to the Corporation's secretary one or more
written demands for the meeting describing the purpose or purposes for which it
is to be held; or (ii) the meeting is called by (a) the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors, (b) the Corporation's Chairman of the Board of Directors or Chief
Executive Officer or (c) the Corporation's Secretary upon the written request of
three or more members of the Board of Directors. Only business within the
purpose or purposes described in the special meeting notice required by Section
607.0705 of the Florida Business Corporation Act may be conducted at a special
shareholders' meeting.
ARTICLE VIII
SHAREHOLDER ACTION BY WRITTEN CONSENT
Any action required or permitted to be taken at any annual or special
meeting of shareholders of the Corporation may be taken without a meeting,
without prior notice and without a vote if such action is taken by the written
consent of the holders of the outstanding shares of capital shock of the
Corporation entitled to vote on such matter having not less than the minimum
number of votes necessary to authorize or take such action at a meeting at which
all shares of capital stock entitled to vote thereon were present and voted. In
order to be effective,
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the action must be evidenced by one or more written consents describing the
action to be taken, dated and signed by approving shareholders having the
requisite number of votes entitled to vote thereon, and delivered to the
Secretary or other officer or agent of the Corporation having custody of the
book in which proceedings of meetings of the Corporation are recorded. Within
ten (10) days after obtaining such authorization by written consent, notice must
be given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, which notice shall comply with the provisions of
the FBCA.
ARTICLE IX
LIMITATION OF LIABILITY
To the fullest extent permitted under the FBCA and other applicable law, no
director shall be personally liable to the Corporation or any of its
shareholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereto is not
permitted under the FBCA as the same exists or may hereafter be amended. If the
FBCA is amended hereafter to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent authorized by the FBCA, as
so amended. Any repeal or modification of this Article IX Shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.
ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify its directors to the fullest extent
authorized or permitted by law, as now or hereafter in effect, and such right to
indemnification shall continue as to a person who has ceased to be director of
the Corporation and shall insure to the benefit of his or her heirs, executors
and personal and legal representatives; provided, however, that, except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any director (or his or her heirs, executors or personal
or legal representatives) in connection with a proceeding (or part thereof) was
authorized or consented to by this Board of Directors. The right to
indemnification conferred by this Article X shall include the right to be paid
by the Corporation the expenses incurred in defending or otherwise participating
in any proceeding in advance of its final disposition only upon the
Corporation's receipt of an undertaking by or on behalf of the director to repay
such amounts if it shall be ultimately determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this Article X.
The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to officers, employees and agents of the Corporation similar to those
conferred in this Article X to directors of the Corporation.
The rights to indemnification and to the advance of expenses conferred in
this Article X shall not be exclusive of any other right which any person may
have or hereafter acquire under
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these Articles of Incorporation, the Bylaws of the Corporation, any statute,
agreement, vote of shareholders or disinterested directors or otherwise.
Any repeal or modification of this Article X shall not adversely affect any
rights to indemnification and to the advancement of expenses of a director of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.
ARTICLE XI
BYLAW AMENDMENTS
In furtherance and not in limitation of the powers conferred by the laws of
Florida, each of the Board of Directors and shareholders is expressly authorized
and empowered to make, alter, amend and repeal the Bylaws of the Corporation in
any respect not inconsistent with the laws of the State of Florida or with these
Articles of Incorporation. The shareholders of the Corporation may amend or
adopt a bylaw that fixes a greater quorum or voting requirement for shareholders
(or voting groups of shareholders) than is required by law.
ARTICLE XII
AMENDMENTS OF ARTICLES
The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator of the Corporation is Deana Gomez
at 515 East Las Olas Blvd., Suite 1500, Fort Lauderdale, Florida 33301.
* * * * * * *
IN WITNESS WHEREOF, the undersigned incorporator, pursuant to the laws of
the State of Florida, has executed these Articles of Incorporation of AMERIPATH
MARKETING USA, Inc, this 12 day of December in the year 2000.
AMERIPATH MARKETING USA, INC.
/s/ Deana Gomez
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Deana Gomez
Incorporator
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