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EXHIBIT 3.63
[SEAL]
ARTICLES OF INCORPORATION
OF
ARIZONA PATHOLOGY GROUP, P.C.
ARTICLE I. NAME. the name of the corporation is ARIZONA PATHOLOGY
GROUP, P.C.
ARTICLE II. PRINCIPAL OFFICE. the principal place of business will
be at 1611 Highway 95, Bullhead City, Arizona 86442.
ARTICLE III. PURPOSE. The purpose for which this corporation is
organized is the transaction of any or all lawful business for which
corporations may be incorporated under the laws of the state of arizona, as they
may be amended from time to time.
ARTICLE IV. INITIAL BUSINESS. The corporation initially intends to
engage in the business of a medical practice.
ARTICLE V. BOARD OF DIRECTORS. The initial board of directors shall
consist of the directors who are the incorporators. The names and addresses of
the incorporators and the persons who are to serve as directors until the first
annual meeting of the stockholders, or until their successors are elected and
qualified are: DR. FREDERICK VOLINI, 1611 Highway 95, Bullhead City, Arizona
86442, and CAROLYN ADAMS, 967 Hancock Road, Suite 65, Bullhead City, Arizona
86442.
ARTICLE VI. AUTHORIZED CAPITAL. The corporation shall have authority to
issue one hundred (100) shares of common stock at no par value.
ARTICLE VII. PREEMPTIVE RIGHTS. The holders from time to time of the
common stock of the corporation shall have preemptive
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rights as to the common stock then or thereafter authorized to be issued,
including treasury stock. No resolution of the Board of Directors authorizing
the issuance of stock to which preemptive rights shall attach may require such
rights to be exercised within less than thirty (30) days.
ARTICLE VIII. STATUTORY AGENT. The name and address of the initial
statutory agent of the corporation is GREGORY A. RING, 967 Hancock Rd, #65,
Bullhead City, AZ 86442.
ARTICLE IX. BOARD OF DIRECTORS. The number of persons to serve on the
Board of Directors shall be fixed by the Bylaws, but in no case shall the number
be less than one nor more than fifteen. The persons who are to serve as
Directors until the first annual meeting of shareholders or until their
successors are elected and qualified are: Frederick Volini.
ARTICLE X. INCORPORATORS. The incorporators of the corporation are:
Frederick Volini, 1611 Hwy 95, Bullhead City, AZ 86442 and Carolyn Adams, 967
Hancock Rd #65 Bullhead city AZ 86442.
All powers, duties and responsibilities of the incorporators shall cease
immediately following the adoption of the initial By-Laws of the corporation.
ARTICLE XI. BY-LAWS. The power to alter, amend or repeal the By-Laws or
adopt new By-Laws shall be vested in the shareholders, who nay amend, alter,
repeal and replace By-Laws by the affirmative vote of the holders of a majority
of the issued and outstanding voting shares of the corporation.
ARTICLE XII. PRIVATE PROPERTY. The private property of the stockholders,
directors, officers, employees and/or agents of the
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corporation shall be forever exempt from all corporate debts of any kind
whatsoever, as provided under State Laws.
IN WITNESS WHEREOF, we have hereunto set our hands this 4th day of April
1997.
/s/ Carolyn Adams /s/ Frederick Volini
- ------------------- ----------------------
CAROLYN ADAMS FREDERICK VOLINI
INCORPORATOR Incorporator
STATE OF ARIZONA )
)ss.
COUNTY OF MOHAVE )
On this, the 4th day of April 1997, before me, the undersigned officer,
personally appeared Dr. Ferederick Volini known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Marilyn G. McCoy
------------------------
Notary Public
My Commission Expires:
12-12-98
[SEAL]
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[SEAL]
ARTICLES OF AMENDMENT
OF
ARIZONA PATHOLOGY GROUP, P.C.
1. The name of the Corporation is Arizona Pathology Group, P.C.
2. Attached hereto as Exhibit A is the text of each amendment adopted.
3. The amendment does NOT provide for an exchange, reclassification or
cancellation of issued shares.
4. The amendment was adopted on the 1st day of January 2002.
5. The amendment was approved by the shareholders. There is ONE voting group
eligible to vote on the amendment. The designation of voting groups entitled to
vote separately on the amendment, the number of votes in each, the number of
votes represented at the meeting at which the amendment was adopted and the
votes cast for and against the amendment were as follows:
The voting group consisting of 50 outstanding shares of common stock is
entitled to 50 votes. There were 50 votes present at the meeting. The
voting group cast 50 votes for and NO votes against approval of the
amendment. The number of votes cast for approval of the amendment was
sufficient for approval by the voting group.
DATED as of this 7th day of February, 2002.
ARIZONA PATHOLOGY GROUP. INC.
BY: /s/ Frederick I. Volini, President
-----------------------------------
Frederick I. Volini, President
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EXHIBIT "A"
TO THE
ARTICLES OF AMENDMENT
OF
ARIZONA PATHOLOGY GROUP, P.C.
The Articles of Incorporation of Arizona Pathology Group, P.C., are hereby
amended as follows:
Article I NAME. The name of the corporation is ARIZONA PATHOLOGY
GROUP, INC.
Article II PRINCIPAL OFFICE. The principal place of business will be at
2755 Silver Creek Road, Suite 203, Bullhead City, Arizona 86442.
Pursuant to Title 10-2241 of the Arizona Revised Statutes, any reference to
the corporation rendering professional services (i.e. "medical practice") is to
be deleted, therefore. ARTICLE IV. INITIAL BUSINESS, is deleted in its entirety,
so that upon this amendment becoming effective, the corporation may continue in
its existence as a business corporation under chapters I though 17 of Title 10
of the Arizona Revised Statutes and is no longer subject to the chapter relating
to professional corporations.
ARTICLE VII. PREEMPTIVE RIGHTS is deleted in its entirety.
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ARTICLES OF EXCHANGE
BETWEEN
STRIGEN INC.,
A UTAH CORPORATION
AND
ARIZONA PATHOLOGY GROUP, P.C.,
AN ARIZONA CORPORATION
THESE ARTICLES OF EXCHANGE are executed and entered into effective this 7th
day of February, 2002, by and between Strigen, Inc, a utah corporation
(hereinafter referred to as the "Acquiring Corporation"), and Arizona Pathology
Group, P.C., an Arizona Corporation (hereinafter referred to as the "Acquired
Corporation").
WITNESSETH
I. PLAN OF EXCHANGE
Pursuant to these Articles of Exchange, it is intended and agreed that the
shareholders of the Acquired Corporation shall deliver to the Acquiring
Corporation, free and clear of all liens, pledges, encumbrances, or claims, 100%
of the issued and outstanding capital stock of APG, and the Acquiring
Corporation agrees to acquire the Acquired Corporation on such date by issuing
and delivering to the shareholders of the Acquired Corporation 184,991 shares of
the Acquiring Corporation's common stock (the "Exchange Shares"). The terms,
conditions and understandings of the share exchange are set forth in the Plan of
Exchange, a copy of which is attached hereto as Exhibit "A" and incorporated
herein by this reference.
II. THE NAME AND ADDRESS OF ACQUIRING CORPORATION
The name and address of the known place of business of the acquiring
corporation is strigen, inc., 10011 South Centennial Parkway, Suite 300, Sandy.
Utah 84070.
III. THE NAME AND ADDRESS OF THE STATUTORY AGENT OF THE ACQUIRING CORPORATION
The name and address of the known place of business of the statutory
agent of the Acquired Corporation is, Gregory A. Ring, 820 Gemstone, Bullhead
City, Az. 86442.
IV. APPROVED BY THE BOARD OF DIRECTORS OF THE ACQUIRING CORPORATION
The Board of Directors of the Acquiring Corporation unanimously approved
the agreement and plan of exchange. The vote of the shareholders of the
Acquiring Corporation was not required.
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V. APPROVAL BY THE BOARD AND SHAREHOLDERS OF THE ACQUIRED CORPORATION
The Board of Directors of the Acquired Corporation unanimously approved the
Agreement and Plan of Exchange. Of the 50 shares of common stock of the Acquired
Corporation issued and outstanding. 50 shares were voted in favor of the
Agreement and Plan of Exchange, with -0- shares voting against or abstaining,
all in accordance with the provisions of the Title 10-1103 of the Arizona
Revised Statutes, as amended. Such shares were voted as a class; no shares of
any other class of stock were issued and outstanding and entitled to vote
thereon.
VI. STATUTORY BASIS FOR EXCHANGE
The share exchange is allowed pursuant to Title 10-1102 of the Arizona
Revised Statutes, as amended.
IN WITNESS WHEREOF, the undersigned corporations, acting by their
respective duly authorized officer, have executed these Articles of Exchange as
of the date first above written.
STRIGEN, INC., ARIZONA PATHOLOGY GROUP, P.C.,
A UTAH CORPORATION an Arizona corporation
BY: /s/ Douglas G. Willmore, President BY:
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Douglas G. Willmore, President Fredrick I. Volini, President
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V. APPROVAL BY THE BOARD AND SHAREHOLDERS OF THE ACQUIRED CORPORATION
The Board of Directors of the Acquired Corporation unanimously approved the
Agreement and Plan of Exchange. Of the 50 shares of common stock of the Acquired
Corporation issued and outstanding, 50 shares were voted in favor of the
Agreement and Plan of Exchange, with -0- shares voting against or abstaining,
all inc accordance with the provisions of the Title 10-1103 of the Arizona
Revised Statutes, as amended. Such shares were voted as a class; no shares of
any other class of stock were issued and outstanding and entitled to vote
thereon.
VI. STATUTORY BASIS FOR EXCHANGE
The share exchange is allowed pursuant to Title 10-1102 of the Arizona
Revised Statutes, as amended.
In WITNESS WHEREOF, the undersigned corporations, acting by their
respective duly authorized officer, have executed these Articles of Exchange as
of the date first above written.
STRIGEN, INC., ARIZONA PATHOLOGY GROUP, P.C.,
A UTAH CORPORATION an Arizona corporation
BY: BY: /s/ Fredrick I. Volini
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Douglas G. Willmore, President Fredrick I. Volini, President
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EXHIBIT A
PLAN OF EXCHANGE
OF STRIGEN, INC.
AND
ARIZONA PATHOLOGY GROUP, P.C.
THIS PLAN OF EXCHANGE (the "plan") dated as of February 7,2002, is entered
into by and between Strigen, INC, a Utah corporation (the "Acquiring
Corporation"), and Arizona Pathology Group, P.C. an Arizona corporation ("the
Acquired Corporation"), such corporations being hereinafter collectively
referred to as the "Constituent Corporations."
PREMISES
WHEREAS, the Acquiring Corporation is a corporation duly organized and
existing under the laws of the state of Utah, having an authorized capital of
5,000,000 shares of preferred stock of which no shares are issued and
outstanding and 50,000,000 shares of common stock (the "Stringent Common
Stock"), of which 5,000,000 shares are issued and outstanding as of the date
hereof; and
WHEREAS, the Acquired Corporation is a corporation duly organized and
existing under the laws of the State of Arizona, having an authorized capital of
100 shares of common stock (the "APG" Common Stock"), of which 50 shares are
issued and outstanding as of the date hereof, and
WHEREAS, the respective boards of directors of the Constituent Corporations
and the shareholders of the Acquired Corporation have duly approved this plan
providing for the exchange of 184,991 shares of Strigen Common Stock for 100% of
the issued and outstanding shares of APG Common Stock, so that the Acquired
Corporation will be a wholly owned subsidiary of the Acquiring Corporation as
authorized by the statutes of the State of Arizona.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the terms
and conditions of said exchange and the manner and basis of causing the Strigen
Common Stock to be exchange for the APG Common Stock and such other provisions
as are deemed necessary or desirable, the parties hereto have agreed and do
hereby agree, subject to the conditions hereinafter set forth, as follows:
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ARTICLE I
NAME CHANGE OF ACQUIRED CORPORATION
On or immediately following the effective date of exchange, the Acquired
Corporation shall changed its name from Arizona Pathology Group, P.C. to Arizona
Pathology Group, Inc., consistent with the requirements of Title 10-2241 of the
Arizona Revised Statutes, as amended.
ARTICLE II
ADDITIONAL TERMS AND CONDITIONS OF EXCHANGE
(A) On the Effective Date of the exchange the Acquired Corporation shall
be a wholly owned subsidiary of the Acquiring Corporation;
1. On the Effective Date of the exchange, the board of directors of
the Acquired Corporation shall consist of the members of the
board of directors of the Acquiring Corporation prior to the
exchange, to serve thereafter in accordance with the bylaws of
the Acquired Corporation and until their respective successors
shall have been duly elected and qualified.
2. On the Effective Date of exchange, the officers of the Acquiring
Corporation shall be the officers of the Acquiring Corporation
immediately prior to the exchange, with such officers to serve
thereafter in accordance with the bylaws of the Acquired
Corporation and until their respective successors shall have been
duly elected and qualified.
(B) If any certificate for shares of the Acquiring Corporation is to be
issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of the issuance thereof
that the certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer.
ARTICLE III
SHAREHOLDER APPROVAL
This Plan has been submitted to the stockholders of the Acquired
corporation as provided by the laws of the states of Arizona. All required
documents shall be executed, filed, and recorded, and all required acts shall be
done in order to accomplish the exchange under the provisions of the laws of the
state of Arizona.
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ARTICLE IV
APPROVAL AND EFFECTIVE DATE OF THE EXCHANGE; MISCELLANEOUS MATTERS
(A) The exchange shall become effective when all the following actions
shall have been taken :
1. This Plan shall be authorized, adopted, and approved by and on
behalf of each Constituent Corporation in accordance with the
laws of the states of Arizona and Utah;
2. This Plan and Articles of Exchange in the form required, executed
and verified in accordance with the laws of the states of
Arizona, shall be filed in the Office of the Secretary of State
of Arizona;
3. Within 60 days after the filing of the Plan and the Articles of
Exchange with the Office of the Secretary of State of the State
of Arizona, a copy of the Articles of Exchange shall be published
and an affidavit evidencing the publication shall be filed with
the Office of the Secretary of State within 90 days after filing
of the Articles of Exchange with said office.
(B) The Secretary of State of the State of Arizona shall be irrevocable
appointed as the agent of the Surviving Corporation to accept service of process
in any such proceeding.
(C) This Plan cannot be altered or amended, except pursuant to an
instrument in writing signed on behalf of the parties hereto.
(D) For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed, each
such counterpart shall be deemed to be an original instrument, and all such
counterparts together shall be considered one instrument.
(E) This plan shall be governed by and construed in accordance with the
laws of the State of Arizona.
[Signatures appear on the following page]
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The foregoing Plan of Exchange, having been approved by the board of
directors of each Constituent Corporation, and having been adopted by the
stockholders of the Acquired Corporation in accordance with the laws of the
states of Utah and Arizona, the duly authorized officers of the Constituent
Corporation's do hereby execute this Plan of Exchange this 7th day of February,
2002. declaring and certifying that this is our act and deed and the facts
herein stated are true.
STRIGEN, INC., ARIZONA PATHOLOGY GROUP, P.C.
a Utah Corporation an Arizona Corporation
By: /s/ Douglas G. Willmore By:
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Douglas G. Willmore, President Frederick I. Volini, President
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The foregoing Plan of Exchange, having been approved by the board of
directors of each Constituent Corporation, and having been adopted by the
stockholders of the Acquired Corporation in accordance with the laws of the
states of Utah and Arizona, the duly authorized officers of the Constituent
Corporation's do hereby execute this Plan of Exchange this 7th day of February,
2002. declaring and certifying that this is our act and deed and the facts
herein stated are true.
STRIGEN, INC., ARIZONA PATHOLOGY GROUP , P.C.
a Utah Corporation an Arizona Corporation
By: By: /s/ Frederick I. Volini
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Douglas G. Willmore, President Frederick I. Volini, President
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