EX-3.27 30 a2108492zex-3_27.txt EXHIBIT 3.27 EXHIBIT 3.27 AMENDED AND RESTATED ARTICLES OF INCORPORATION PROFIT The undersigned corporation, pursuant to Section 79-4-10.06 and 79-4-10.07 of the Mississippi Code of 1972, hereby execute the following document and sets forth: A. The name of the corporation is: Sturgis, Samson & Henderson Pathology Laboratory, P.A. The name of the corporation is changed to: Sturgis, Henderson & Proctor Pathology Laboratory, P.A. B. The text of the Restated Articles of Incorporation is as follows: 1. The period of its duration is perpetual. 2. The specific purpose or purposes for which the corporation is [SEAL] organized, stated in general terms, are: to engage in the practice of medicine, specifically in anatomic and clinical pathology; to operate laboratories and all types of equipment used therein or incidental thereto; to do anything necessary, suitable or proper to the attainment of any of the purposes as authorized by the Mississippi Professional Corporation Act and the Mississippi Business Corporation Act. 3. The aggregate number of shares which the corporation shall have authority to issue is 2,500 with a par value of Ten Dollars ($10.00) each. 4. The corporation shall not commence business until consideration of the value of at least One Thousand Dollars ($1,000.00) has been received for the issuance of shares. 5. Provisions granting to shareholders the preemptive right to acquire additional or treasury shares of the corporation are: each shareholder shall, upon the sale of any issued or treasury shares of the corporation, or obligations of the corporation convertible into such shares, have the right to purchase, for cash, hit pro rata share thereof at the price at which said shares or obligations are offered to others. 6. Domicile address: 1033 North Flowood Drive, Jackson, Mississippi 39208. 7. The corporation's registered agent is George M. Sturgis, M.D. The registered office is 1033 North Flowood Drive, Jackson, Mississippi 39208. 8. The initial board of directors were: George M. Sturgis, M.D. 440 East Woodrow Wilson Jackson, Mississippi Roland F. Samson, M.D. 440 East Woodrow Wilson Jackson, Mississippi Julian C. Henderson, M.D, 440 East Woodrow Wilson Jackson, Mississippi 9. The name and address of each incorporator was: George M. Sturgis, M.D. 440 East Woodrow Wilson Jackson, Mississippi Roland F. Samson, M.D. 440 East Woodrow Wilson Jackson, Mississippi Julian C. Henderson, M.D. 440 East Woodrow Wilson Jackson, Mississippi 10. All duties, responsibilities, rights, authority and obligations imposed on and enjoyed by the Board of Directors of a corporation shall be imposed on and enjoyed by the shareholders of this corporation. C. The amendment and restatement were adopted on the 1st day of July 1992, by the shareholders. 2 D. 1. The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the restatement, and the number of votes of each voting group indisputably represented at the meeting was:
NUMBER OF NUMBER OF NO OF VOTES DESIGNATION OUTSTANDING VOTES ENTITLED INDISPUTABLY OF SHARES SHARES TO BE CAST REPRESENTED ----------- ----------- -------------- ------------- Common Stock 1,000 1,000 1,000
2. The total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was:
TOTAL NO. OF TOTAL NO OF VOTES VOTING GROUP VOTES CAST FOR CAST AGAINST ------------ -------------- ----------------- Common Stock 1000 -0-
STURGIS, HENDERSON & PROCTOR PATHOLOGY LABORATORY, P.A. BY: /s/ Julian C Henderson; --------------------------- Its: Secretary -------------------------- 3 Young, Scanlon and Sessums, P.A. Attorneys at Law August 21, 1992 Sandra C. Bradshaw Bobby L. Dallas Sean Wesley Ellis Stephen E. Gardner Paul B. Henderson James H. Neeld, IV Gee Ogletree Mike Parker Gretchen Pumphrey Pat H. Scanlon Brad Sessums John S. Simpson, Jr. John S. Simpson Robert L. Wells E. Stephen Williams James Leon Young J. Will Young, Of Counsel ------------ Tony Carlisle, Administrator HAND DELIVERY Ms. Deb Price Corporation Division Secretary of State Magnolia Bank Building Jackson, Mississippi RE: Sturgis, Samson & Henderson Pathology Laboratory, P.A. Dear Deb: Enclosed are duplicate originals of the Amended and Restated Articles of Incorporation for the above-referenced company. Also enclosed are our firm checks totaling $75 to cover filing fees and non-standard form fee. Thank you for your help. Sincerely. /s/ Kathleen F. Haynes Kathleen F. Haynes Legal Assistant KFH:bcd Enclosures 2000 Deposit Guaranty Plaza - P.O. Box 23059 Jackson, Mississippi 39225-3059 Telephone: (601) 948-6100 FAX (601) 355-6136 FOO12 - Page 1 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. BOX 136, JACKSON, MS 39205-0136 (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 Sturgis, Henderson & Proctor Pathology Laboratory, PA. 3. THE FUTURE EFFECTIVE DATE IS AUGUST 29, 1997 (Complete if applicable) [SEAL] 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 August 27, 1997 Date(s) FOR PROFIT CORPORATION (Check the appropriate box) Adopted by / / the incorporators / / 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
Designation No. of outstanding No. of votes entitled No. of Votes Shares to be case indisputably represented Common 1,000 1,000 1,000
Rev. 06/94 FOO12 - Page 2 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333 Articles of Amendment
(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
Total no. of Total no. of votes Voting group votes cast FOR cast AGAINST ------------ -------------- ------------------ Common Stock 1,000 0
OR (ii) the total number of undistributed votes cast for the amendment by each voting group was
Voting group Total no. of undisputed votes cast FOR the plan ------------ -----------------------------------------------
and the number of votes cast for the amendment by each voting group was sufficient or 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 each class entitled to vote separately on the amendment, and the number of votes of each class indisputably represented at the meeting were
Designation No. of memberships No. of votes entitled No. of votes outstanding to be cast indisputably represented
Rev. 06/94 FOO12 - Page 3 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333 Articles of Amendment (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
Total no. of Total no. of votes Voting class votes cast FOR cast AGAINST ------------ -------------- ------------------
Total no. of undisputed votes cast FOR the Voting class amendment ------------ -----------------------------------------------
and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group. By: Signature /s/ George M. Sturgis (please keep writing within blocks) Printed Name George M. Sturgis, M.D. Title President Rev. 06/94 ATTACHMENT TO ARTICLES OF AMENDMENT OF STURGIS, HENDERSON & PROCTOR PATHOLOGY LABORATORY, P.A. Article A of the amended and restated of Articles of Incorporation of Sturgis Henderson & Proctor Pathology Laboratory, P.A. is hereby amended to read as follows: A. The name of the corporation is: AmeriPath Mississippi, Inc. Paragraph 2 of Article B of the amended and restated Articles of Incorporation of Sturgis Henderson & Proctor Pathology Laboratory, P.A. is hereby amended to read as follows: 2. The specific purpose or purposes for which the corporation is organized, stated in general terms are: to engage in any lawful purpose authorized by the Mississippi Business Corporation Act. Paragraph 5 of Article B is amended to delete that paragraph in its entirety. Article B is amended to renumber the previous paragraphs of Article B which were Paragraphs 6 through 10 as Paragraphs 5 through 9, respectively. YOUNG, WILLIAMS, HENDERSON & FUSELIER, PA Attorneys at Law August 27, 1997 HAND DELIVERED Secretary of State Attention: Deb Price Corporate Division 202 North Congress Street, Suite 601 Jackson, Mississippi 39201 Re: Sturgis, Henderson & Proctor Pathology Laboratory, P.A. Dear Deb: Enclosed are duplicate originals of Articles of Amendment for Sturgis, Henderson & Proctor Pathology Laboratory, P.A., along with a check for $50.00 which represents the filing fee. I would appreciate your filing this document as quickly as possible. Please give me a call when it is ready to be picked up and I will send a runner. Thank you for your assistance and cooperation. Sincerely, /s/ Don H. Goode Don H. Goode DHG:cmg Enclosures [YOUNG, WILLIAMS, HENDERSON & FUSELIER, PA LOGO] J. Wesley Daughdrill, Jr. Sean Wesley Ellis Louis A. Puselier Stephen E. Gardner Don H. Goode Chad Hammons Philip C, Hearn Paul B. Henderson E. B. Martin, Jr. Tammy D, Middleton Lisa Binder Milner James H. Neeld, IV Robert L. Wells E. Stephen Williams James Leon Young J. Will Young. (1906-1996) Tony Carlisle, Administrator 2000 Deposit Guaranty Plaza Jackson, Missisippi 39201 Post Office Box 23059 Jackson, Mississippi 39225-306 (601) 948-6100 Fax (601) 355-6136