EX-3.87 89 dex387.htm CERTIFICATE OF INCORPORATION OF SPECTRUM PRIMARY CARE, INC., AS AMENDED Certificate of Incorporation of Spectrum Primary Care, Inc., as amended

EXHIBIT 3.87

CERTIFICATE OF INCORPORATION

OF

SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC.

FIRST: The name of the corporation is Spectrum Occupational Health Services, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

 

Name

  

Address

Lilly Dorsa   1101 Market Street
  Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: 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 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.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 30th day of August, 1994.

 

/s/ Lilly Dorsa

Lilly Dorsa
Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*****

SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC., A CORPORATION ORGANIZED AND EXISTING UNDER AND BY VIRTUE OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.

DOES HEREBY CERTIFY:

FIRST: THAT THE SOLE INCORPORATOR OF SAID CORPORATION ADOPTED THE FOLLOWING AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF SAID CORPORATION:

THE CERTIFICATE OF INCORPORATION OF SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC. SHALL BE AMENDED BY CHANGING THE FIRST ARTICLE THEREOF SO THAT, AS AMENDED, SAID ARTICLE SHALL BE AND READ AS FOLLOWS:

 

  1. THE NAME OF THE CORPORATION IS SPECTRUM PRIMARY CARE, INC.

SECOND: THAT SAID CORPORATION HAS NOT RECEIVED ANY PAYMENT FOR ANY OF ITS STOCK.

THIRD: THAT THE AFORESAID AMENDMENT WAS DULY ADOPTED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECTIONS 241 AND SHALL BE EXECUTED, ACKNOWLEDGED, FILED AND RECORDED IN ACCORDANCE WITH SECTION 103 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.

IN WITNESS WHEREOF, SAID SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC. HAS CAUSED THIS CERTIFICATE TO BE SIGNED BY LILLY DORSA, ITS SOLE INCORPORATOR, THIS 3RD DAY OF NOVEMBER, 1994.

 

SPECTRUM OCCUPATIONAL HEALTH SERVICES, INC.
By  

/s/ Lilly Dorsa

 

Lilly Dorsa

Sole Incorporator