Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Original Filing on Form S-4: Team Health Etal HTML 1.96M
2: EX-1.1 Purchase Agreement 43 146K
21: EX-3.100 Articles of Incorporation 3 30K
22: EX-3.114 Amended and Restated By-Laws 13 73K
7: EX-3.12 Certificate of Amendment 2 29K
23: EX-3.123 Amended and Restated By-Laws 13 73K
24: EX-3.127 Amended and Restated by Laws 13 73K
25: EX-3.129 Charter 2 27K
8: EX-3.13 Amended and Restated By-Laws 16 81K
26: EX-3.130 Bylaws 6 35K
27: EX-3.133 Certificate of Amendment 1 26K
28: EX-3.145 Operating Agreement 20 82K
9: EX-3.28 Articles of Amendment 1 27K
10: EX-3.32 Articles of Amendment 5 35K
11: EX-3.49 Amended Code of Regulations 9 51K
3: EX-3.5 By-Laws 14 68K
12: EX-3.50 Charter 2 29K
13: EX-3.51 Code of Regulations 8 48K
4: EX-3.6 Articles of Incorporation 2 29K
14: EX-3.63 Articles of Amendment 2 26K
15: EX-3.64 Articles of Amendment 1 26K
16: EX-3.65 Articles of Amendment 1 26K
5: EX-3.7 Bylaws 6 35K
17: EX-3.70 Articles of Amendment 2 26K
18: EX-3.80 Articles of Incorporation 3 29K
19: EX-3.81 Articles of Amendment 1 26K
20: EX-3.82 Bylaws 12 65K
6: EX-3.9 Articles of Amendment 1 26K
29: EX-5.1 Opinion of Kirkland & Ellis Llo 5 41K
38: EX-5.10 Opinion of Bowles Rice McDavid Graff & Love Pllc 3 35K
39: EX-5.11 Opinion of Law Offices of Eisenhower Carlson Pllc 4 39K
30: EX-5.2 Opinion of Haskell Slaughter Young Et Al 2 33K
31: EX-5.3 Opinion of Foley & Lardner 4 37K
32: EX-5.4 Opinion of Blackwell Sanders Peper Martin LLP 3 34K
33: EX-5.5 Opinion of Sherman Silverstein Kohl Rose Podolsky 4 38K
34: EX-5.6 Opinion of Parker Poe Adams & Bernstein LLP 5 40K
35: EX-5.7 Opinion of Ulmer & Berne LLP 4 36K
36: EX-5.8 Opinion of London & Amburn Pc 5 39K
37: EX-5.9 Opinion of Durham Jones and Pinegar 2 33K
40: EX-12.1 Statement Re Computation of Ratio of Earnings 1 28K
41: EX-23.1 Consent of Ernst & Young LLP 1 26K
42: EX-25.1 T-1 7 41K
EX-3.50 — Charter
EX-3.50 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 3.50
PRESCRIBED BY J. KENNETH BLACKWELL
Ohio Secretary of State
Central Ohio: (614) 466-3910
Toll Free: 1-877-SOS-FILE
(1-877-767-3453
www.state.oh.us/sos
e-mail:busserv@sos.state.oh.us
CERTIFICATE OF AMENDMENT BY
SHAREHOLDERS OR MEMBERS
(DOMESTIC)
Filing Fee $50.00
(CHECK ONLY ONE (1) BOX)
(1) Domestic for Profit (2) Domestic Non-Profit
[X] Amended [ ] Amendment [ ] Amended [ ] Amendment
(022-AMAP) (125-AMDS) ( ) ( )
Complete the general information in this section for the box checked above.
Name of Corporation Erie Shores Emergency Physicians, Inc.
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Charter Number 1181248
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Name of Officer David C. Pelini, M.D.
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Title President
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[ ] Please check if additional provision attached
The above named Ohio corporation, does hereby certify that:
[ ] A meetng of the [ ] shareholders [ ] directors (non-profit amended )
[ ] members was duly called and held on
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(Date)
at which meeting a quorum was present in person or by proxy, based upon the
quorum present, an affirmative role was cast which entitled them to exercise %
as the voting power of the corporation
[X] In a writing signed by all of the [X] shareholders [ ] directors (non-profit
amended only)
[ ] members who would be entitled to the notice of a meeting or such other
proportion not less than a majority as the articles of regulations or bylaws
permit.
Clause applied if amended box is checked
Resolved, that the following amended articles of incorporation be and the same
are hereby adopted to supercede and take the place of the existing articles of
incorporation and all the amendments thereto.
Page 1 of 2
All of the following information must be completed if amended box is checked. If
an amendment box is checked, complete the areas that apply.
FIRST: The name of the corporation is: Erie Shores Emergency Physicians, Inc.
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SECOND: The place in the State of Ohio where its principal office is located in
the city of:
Cleveland Cuyahoga
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(city, state or township) (county)
THIRD: The purposes of the corporation are as follows:
To provide emergency medical diagnosis, treatment and
related services and to amend the articles by providing
such services under Chapter 1701 of the Ohio Revised
Code and not under Chapter 1786 of the Ohio Revised
Code.
FOURTH: The number of shares which the corporation is authorized to have
outstanding is: 750
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(Does not apply to box (2))
REQUIRED
Must be authenticated /s/ David C. Pelini
(signed) by an authorized ----------------------------- ----------
representative Authorized Representative Date
(See instructions)
David C. Pelini, M.D.
-----------------------------
(print name)
President
-----------------------------
-----------------------------
----------------------------- ---------
Authorized Representative Date
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(print name)
-----------------------------
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