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EXHIBIT 3.88
ARTICLES OF INCORPORATION
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JOHN H. PARKER, JR., M.D., F.C.A.P.,
A PROFESSIONAL ASSOCIATION
I.
The corporate title of said company is: John H. Parker, Jr., M.D.,
F.C.A.P., A Professional Association.
II.
The period of duration of this corporation is and shall be ninety-nine
years.
III.
The purposes for which said corporation is created and the powers
which it shall possess are as follows, to-wit:
(1) To engage in every phase and aspect of the business of rendering
the professional services to the public that a Doctor of Medicine, duly licensed
under the laws of the State of Mississippi, is authorized to render, but such
professional services shall be rendered only through officers, employees, and
agents who are duly licensed under the laws of the State of Mississippi to
practice medicine within this State.
(2) To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of the
capital stock, or any voting trust certificates in respect to the shares of
capital stock, script, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action and evidences of
indebtedness or interests issued or
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created by any partnership, corporation, joint stock companies, syndicates,
associations, firms, trusts, or persons, public or private or by the government
of the United States of America, or by any foreign government, or by any state,
territory, province, municipality or other political subdivision or by any
governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.
(3) To acquire, and pay for in cash, stocks or bonds of the
corporation, or otherwise, the goodwill, rights, assets and property, and to
undertake or assume the whole or any part of the obligations, or liabilities, of
any person, persons, firms, association or corporation.
(4) To enter into, make, execute and perform contract of every
nature, kind and description with any person, firm, association, corporation,
municipality, county, state, body politic, government or subdivision thereof.
(5) To loan unto any person, firm or corporation any of its surplus
funds, either with or without security and upon such terms as may appear to the
corporation to be advisable.
(6) To borrow or raise moneys 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 of any thereof,
together with interest thereon and any other expense incurred in connection
therewith, by mortgage or deed of trust upon, or pledge, conveyance or
assignment in trust of, the whole or
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any part of the property of the corporation, whether at the time owned or
thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or
other obligations of the corporation for its corporate purposes.
(7) In connection with any and all of the foregoing to buy, acquire,
own, hold, lease, sell, mortgage, alienate, manage, control, or otherwise deal
in or with any and all property, real, personal or mixed, including, but not
limited to, interests in partnerships, stock (including stock in other
corporations), land, mineral rights, interest and royalties, bonds, negotiable
papers, and other securities, not contrary to law, and to carry on and to engage
in any and all of the aforesaid businesses and operations, and in any and all
other operations not contrary to law, anywhere in the State of Mississippi, or
elsewhere; and to do each and every thing necessary, incidental, desirable,
suitable or proper for the accomplishment of any of the purposes or the
attainment of any one or more of the purposes or objects hereinabove enumerated
or suggested, or which at this time or at any time hereafter may appear
conducive to, desirable for the promotion, protection or benefit of the
corporation.
(8) The rights and powers that may be exercised by the corporation,
in addition to the foregoing, are those conferred by Sections 79-3-1 et seq. of
the Mississippi Code of 1972, as amended, as limited by Sections 79-9-1 et seq.
of the Mississippi Code of 1972, as amended.
(9) The foregoing shall be considered as both objects and powers of
the corporation and said objects and powers as set forth in any of the foregoing
clauses shall not in anywise be limited or restricted by reference to, or
inference from, the terms of any other clause in these Articles of
Incorporation.
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IV.
The aggregate number of shares which the corporation shall have
authority to issue is one thousand (1,000) shares, all common stock having a par
value of One Hundred and 00/100ths Dollars ($100.00) per share.
V.
The corporation will not commence business until consideration of the
value of at least One Thousand and 00/100ths Dollars ($1,000.00) has been
received for the issuance of shares.
VI.
The post office and street address of the corporation's initial
registered office is 306 Hospital Drive, Columbus, Mississippi 39701, and the
name of its initial registered agent at such address is John H. Parker, Jr.,
M.D.
VII.
The number of directors constituting the initial board of directors of
the corporation is three (3) and the names and street and post office addresses
of the person who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and qualified are:
NAME POST OFFICE ADDRESS
John H. Parker, Jr., M.D. 306 Hospital Drive
Columbus, Mississippi 39701
Sherry N. Parker 306 Hospital Drive
Columbus, Mississippi 39701
John F. Prince 221 7th Street North
Columbus, Mississippi 39701
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VIII.
The name and street and post office addresses of the incorporators,
both of whom are natural persons over the age of twenty-one years, are:
NAME POST OFFICE ADDRESS
John H. Parker, Jr., M.D. 306 Hospital Drive
Columbus, Mississippi 39701
Sherry N. Parker 306 Hospital Drive
Columbus, Mississippi 39701
WITNESS THE SIGNATURES of the incorporators on this the 18th day of
December, 1979.
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JOHN H. PARKER, JR., M.D.
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SHERRY N. PARKER
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STATE OF MISSISSIPPI
COUNTY OF LOWNDES
Personally appeared before me, the undersigned notary public in and
for the state and county aforesaid, JOHN H. PARKER, JR., M.D. and SHERRY N.
PARKER, who, being by me first duly sworn, on their oaths deposed and said that
they are the incorporators of JOHN H. PARKER, JR., M.D., F.C.A.P., A
PROFESSIONAL ASSOCIATION, and that they executed the foregoing ARTICLES OF
INCORPORATION on the day that the same bears date, as the incorporators of the
corporation, and that the statements contained therein are true and correct as
therein stated.
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JOHN H. PARKER, JR., M.D.
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SHERRY N. PARKER
Sworn to and subscribed before me on this the 18th day of December,
1979.
(S E A L )
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NOTARY PUBLIC
My commission expires:
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EXHIBIT 3.88
F0012 - Page 1 of 3
OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O BOX 136, JACKSON, MS 39205-0316 (601) 359-1333
ARTICLES OF AMENDMENT
The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
corporation) or Section 79-11-305 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and
set forth:
1. TYPE OF CORPORATION
=> /X/ Profit / / Nonprofit
2. NAME OF CORPORATION
=> JOHN H. PARKER, JR., M.D., F.C.A.P., A PROFESSIONAL ASSOCIATION
3. THE FUTURE EFFECTIVE DATE IS ______________________ FILED
(COMPLETE IF APPLICABLE) 10/20/1999
ERIC CLARK
SECRETARY OF STATE
STATE OF MISSISSIPPI
4. SET FORTH THE TEXT OF EACH AMENDMENT ADOPTED. (ATTACH PAGE)
5. IF AN AMENDMENT FOR A BUSINESS CORPORATION PROVIDES FOR AN EXCHANGE,
RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES, SET FORTH THE
PROVISIONS FOR IMPLEMENTING THE AMENDMENT IF THEY ARE NOT CONTAINED IN THE
AMENDMENT ITSELF. (ATTACH PAGE)
6. THE AMENDMENT(S) WAS (WERE) ADOPTED ON
=> October 18, 1999 Date(s)
FOR PROFIT CORPORATION (Check the appropriate box)
=> Adopted by / / the incorporators /X/ directors without shareholder action
and shareholder action was not
required.
FOR NONPROFIT CORPORATION (Check the appropriate box)
=> Adopted by / / the incorporators / / board of directors without member
action and member action was not
required.
FOR PROFIT CORPORATION
7. IF THE AMENDMENT WAS APPROVED BY SHAREHOLDERS
(a) The designation, number of outstanding shares, number of votes entitled
to be cast by each voting group entitled to vote separately on the
amendment, and the number of votes of each voting group indisputably
represented at the meeting were
<Table>
<Caption>
Designation No. of outstanding No. of votes entitled No. of votes
shares to be cast indisputably
represented
=> Common 50 50 50
</Table>
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<Table>
=>
____________ _______________ _______________ _________________
</Table>
(B) EITHER
(i) the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment was
<Table>
<Caption>
Voting group Total no. of votes Total no. of votes cast
cast FOR AGAINST
=> Common 50 __________________
=> _________________ _________________ __________________
</Table>
OR
(ii) the total number of undisputed votes cast for the amendment by each
voting group was
<Table>
<Caption>
Voting group Total no. of undisputed votes cast FOR the plan
=> _________________ ______________________________________
=> _________________ ______________________________________
</Table>
and the number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.
FOR NONPROFIT CORPORATION
8. IF THE AMENDMENT WAS APPROVED BY THE MEMBERS
(a) The designation, number of memberships outstanding, number of votes
entitled to be cast by eachclass entitled to vote separately on the
amendment, and the number of votes of each classindisputably represented at
the meeting were
<Table>
<Caption>
Designation No. of memberships No. of votes entitled No. of votes
outstanding to be cast indisputably
represented
=>
______________ __________________ _____________________ ______________
=>
______________ __________________ _____________________ ______________
</Table>
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(B) EITHER
(i) the total number of votes cast for and against (the amendment by each
class entitled to vote separately on the amendment was
<Table>
<Caption>
Voting class Total no. of votes Total no. of votes
cast FOR cast AGAINST
________________ ___________________ ______________________
________________ ___________________ ______________________
</Table>
OR
(ii) the total number of undisputed votes cast for the amendment by each
class was
<Table>
<Caption>
Voting class Total no. of undisputed votes cast FOR the
amendment
_________________ _____________________________________
_________________ _____________________________________
</Table>
and the number of votes cast for the amendment by each voting group was
sufficient for approval by that voting proud.
By: Signature (please keep writing within blocks)
/s/ JOHN H PARKER, JR., M.D.
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Printed Name JOHN H PARKER, JR., M.D.
Title President
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4. Set forth the text of each amendment adopted.
a) The current text of Article I shall be deleted in its entirety and the
following substitution in its stead:
ARTICLE I - NAME
The name of this corporation is JOHN H. PARKER, JR., M.D., F.C.A.P., INC.
b) The current text of Article III shall be deleted in its entirety and the
following substituted in its stead:
ARTICLE III - PURPOSE
The sole and specific purpose of the corporation is to engage in any and
all business permitted by law incidental to the operation of the
corporation, and to do any and all things, not contrary to law, incidental
to the carrying on of any business activity, for which a corporation may be
organized under the Mississippi Business Corporation Act.