EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF
INTEGRATED PHYSICIAN SYSTEMS, INC.
Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is Integrated Physician Systems, Inc.
2. The Corporation was incorporated on April 25, 1995.
3. The Certificate of Incorporation is hereby amended by deleting
Article THIRD thereof and by substituting in lieu of said Article THIRD the
following:
"THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware."
4. This amendment was authorized by written consent of the
Directors and by written consents of the holders of a majority of the
outstanding shares of Common Stock which consents were executed as of April
24, 1996. A written notice of action was provided to each stockholder who did
not consent to this Certificate of Amendment pursuant to Section 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have subscribed this document on the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained herein have been examined by me and are true and correct.
Dated as of April 25, 1996.
INTEGRATED PHYSICIAN SYSTEMS, INC.
/s/ Joseph F. Murray
----------------------------------
Joseph F. Murray
Secretary
CERTIFICATE OF INCORPORATION
OF
INTEGRATED PHYSICIAN SYSTEMS, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of
the laws of the State of Delaware (particularly Chapter 1, Title 8 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "General Corporation Law of the
State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called "corporation") is
INTEGRATED PHYSICIAN SYSTEMS, INC.
SECOND: The address, including street, number, city, and county of the
registered office of the corporation in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and the name of
the registered agent of the corporation in the State of Delaware at such
address is The Corporation Trust Company.
THIRD: The purpose of the corporation is to enter into a loan transaction
with Forrest Financial Corporation and a Securities Pledge Agreement; to
issue and repay a note with Forrest Financial Corporation; to acquire and
pledge the collateral and acquire an investment agreement to secure and repay
the note; to engage in any acts and transactions incidental or otherwise
related to the entry into the Securities Pledge Agreement, the issuance and
repayment of the note or the acquisition of the collateral and investment
agreement, and to do all other acts required by law or required or permitted
by the note or the Securities Pledge Agreement; and to engage in any act,
have any power, enter into any contract, and own any property allowed by law
as necessary or incidental to any of the foregoing.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue One Thousand (1000). The par value of each such share
is One Cent ($.01). All such shares are of one class and are shares of Common
Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
---- ---------------
Michael Zelinsky Clark, Ladner, Fortenbaugh
& Young
One Commerce Square
22nd Floor
2005 Market Street
Philadelphia, PA 19103
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or
on the application of any receiver or receivers appointed for this
corporation under the provisions of Section 291 of Title 8 of the Delaware
Code or on the application of trustees in dissolution or of any receiver or
receivers appointed for this corporation under the provisions of Section 279
of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three fourths in value
of the creditors or class of creditors, and/or of the stockholders or class
of stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors,and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors
shall be fixed by, or in the manner provided in, the Bylaws. The
phrase "whole Board" and the phrase "total number of directors" shall
be deemed to have the same meaning, to wit, the total number of
directors which the corporation would have if there were not
vacancies. No election of directors need be by written ballot.
2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with
the provisions of Section 109 of the General Corporation Law of the
State of Delaware, and, after the corporation has received any payment
for any of its stock, the power to adopt, amend, or repeal the Bylaws
of the corporation may be exercised by the Board of Directors of the
corporation, provided, however, that any provision for the
classification of directors of the corporation for staggered terms
pursuant to the provisions of subsection (d) of Section 141 of the
General Corporation Law of the State of Delaware shall be set forth in
an initial Bylaw or in a Bylaw adopted by the stockholders entitled to
vote for the corporation unless provisions for such classification
shall be set forth in this certificate of incorporation.
3. When ever the corporation shall be authorized to issue only one class of
stock, each outstanding shall entitle the holder thereof to notice of,
and the right to vote at, any meeting of stockholders. Whenever the
corporation shall be authorized to issue more than one class of stock,
no outstanding share of any class of stock which is denied voting
power under the provisions of the certificate of incorporation shall
entitle the holder thereof to the right to vote at any meeting of
stockholders except as the provisions of paragraph (2) of subsection
(b) of Section 242 of the General Corporation Law of the State of
Delaware shall otherwise require; provided, that no share of any such
class which is otherwise denied voting power shall entitle the holder
thereof to vote upon the increase or decrease in the number of
authorized shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of
paragraph (7) of subsection (b) of Section 102 of the General Corporation Law
of the State of Delaware, as the same
may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred
to in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive or any other rights to which those indemnified
may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
ELEVENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of
this Article ELEVENTH.
Signed on April 25, 1995
/s/ Michael A. Zelinsky
------------------------
Incorporator
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF INTEGRATED PHYSICIAN SYSTEMS, INC.
Adopted in accordance with the provisions of Section 242
of the General Corporation law of the State of Delaware
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
Integrated Physician Systems, Inc.
2. The Corporation was incorporated on April 25, 1995.
3. The Certificate of Incorporation is hereby amended by deleting Article
FOURTH thereof and by substituting in lieu of said Article FOURTH, the
following:
"FOURTH:
A. The aggregate number of shares which the Corporation shall have
authority to issue is fifty-one million (51,000,000) shares, of
which one million (1,000,000) shares shall be designated
'Preferred Shares' and of which fifty million (50,000,000)
shares shall be designated 'Common Shares.' All shares of the
Corporation shall be of the par value of $.01 per share.
B. Authority is hereby expressly granted to the Board of
Directors of the Corporation (or a committee thereof designated
by the Board of Directors pursuant to the by-laws of the
Corporation, as from time to time amended (the "By-laws")) to
issue Preferred Shares from time to time as Preferred Shares of
any series and to declare and pay dividends thereon in accordance
with the terms thereof and, in connection with the creation of
each such series, to fix by the resolution or resolutions
providing for the issue of shares thereof, the number of shares
of such series, and the designations, powers, preferences, and
rights (including voting rights), and the qualifications,
limitations, and restrictions of such series, to the full extent
now or hereafter permitted by the laws of the State of Delaware."
4. The Certificate of Incorporation is hereby amended by adding as a new
Article TWELVE:
"TWELVE: At 5:00 P.M., Eastern Standard Time, on April 24, 1996, (i)
each of the one thousand (1,000) outstanding shares of the Common
Stock of the Corporation held by each holder of record on such date
shall be automatically changed from one (1) shares of Common Stock to
three thousand (3,000) shares of
Common Stock. No fractional shares will be issued - a fractional
share, based on all the shares of Common Stock held by the record
holder of such shares, of four-tenths of one share or more shall be
increased to the next higher whole number share, and a fractional
share of less than four-tenths of one share shall be disregarded."
5. These amendments were authorized by written consent of the Directors
and by written consent of the holders of a majority of the outstanding shares
of Common Stock which consents were executed on April 24, 1996. A written
notice of action was provided to each stockholder who did not consent to this
Certificate of Amendment in pursuance of Section 228 of the General
Corporation law of the State of Delaware.
IN WITNESS WHEREOF, I have subscribed this document on the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained herein have been examined by me and are true and correct.
Dated as of April 25, 1996.
/s/ Joseph F. Murray
-----------------------------
Joseph F. Murray
Secretary