EX-3.142 12 y83688exv3w142.htm EX-3.142 exv3w142
    Exhibit 3.142
     
(STAMP)
  State of Missouri . . . Office of Secretary of State
JAMES C. KIRKPATRICK, Secretary of State
Articles of Incorporation
(To be submitted in duplicate by an attorney or an incorporator)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65102
     The undersigned natural person (s) of the age of eighteen years or more for the purpose of forming a corporation under The General and Business Corporation Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
                     The name of the corporation is: Research Business Group, Inc.
ARTICLE TWO
          The address, including street and number, if any, of the corporation’s initial registered office in this state is: 2300 E. Meyer Blvd., Kansas City, Mo. 64132 and the name of its initial agent at such address is: A. Alan Transue
ARTICLE THREE
     The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:
     $30,000 authorized capital
          30,000 shares at $1.00 par value
     The preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, if any, in respect of the shares of each class are as follows:
None
     
    FILED AND CERTIFICATE OF
INCORPORATION ISSUED
     
    SEP 12 1983
     
    James C. Kirkpatrick

 


 

ARTICLE FOUR
     The extent, if any, to which the preemptive right of a shareholder to acquire additional shares is limited or denied.
     None
ARTICLE FIVE
     The name and place of residence of each incorporator is as follows:
         
Name
  Street                   City
         
Larry J. Bingham   2800 Commerce Tower   Kansas City, Mo. 64105
ARTICLE SIX
(Designate which and complete the applicable paragraph)
o The number of directors to constitute the first board of directors is                     . Thereafter the number of directors shall be fixed by, or in the manner provided in the bylaws. Any changes in the number will be reported to the Secretary of State within thirty calendar days of such change.
or
þ The number of directors to constitute the board of directors is twelve. (The number of directors to constitute the board of directors must be stated herein if there are to be less than three directors. The persons to constitute the first board of directors may, but need not, be named).
     
Kenneth L. Brown
  A. T. Hancock
Peter C. Barnes
  Tom D. Harmon
James A. Breteell
  Stephen A. Melcher
Martin L. Crow, M.D.
  Henry Nottberg, Jr.
Thompson S. Dent
  Harry B. Overesch, M.D.
E. Wynn Presson
  Doyle Patterson
ARTICLE SEVEN
The duration of the corporation is Perpetual

 


 

     
STATE OF MISSOURI
  ss.
COUNTY OF JACKSON
   
     I, the undersigned, a notary public, do hereby certify that on the 31st day of August, 1983, personally appeared before me, Larry J. Bingham         , who being by me first duly sworn, (severally) declared that he is (they are) the person (s) who signed the foregoing document as incorporator(s), and that the statements therein contained are true.
         
 
  /s/ Paula A. [ILLEGIBLE]    
 
 
 
Notary Public
   
My commission expires 7-15-84, 19                    .
     
    PAULA A. [ILLEGIBLE]
    Notary Public — State of Missouri
    Commissioned in Jackson County
    My Commission Expires July 15, 1984
     
    FILED AND CERTIFICATE OF
    INCORPORATION ISSUED
     
    SEP 12 1983
     
    James C. Kirkpatrick
Corp No. 41

 


 

ARTICLE EIGHT
The corporation is formed for the following purposes:
Primarily, to purchase, own, and hold the stock of other corporations engaged in the businesses related to health care, and to do every act and thing covered generally by the denomination “holding company,” and especially to direct the operations of other corporations through the ownership of stock therein; and to conduct any other and all business for which corporations may be organized under the laws of the State of Missouri.
     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 31st day of August, 1983.
         
 
  /s/ Larry J. Bingham    
 
 
 
Larry J. Bingham
   
 
       
 
 
 
   
 
       
 
 
 
   
 
       
 
 
 
   

 


 

No. 00255963
     
(STAMP)
  STATE of MISSOURI
JAMES C. KIRKPATRICK, Secretary of State
 
   
 
  Corporation Division
Certificate of Amendment
WHEREAS, RESEARCH VENTURES GROUP, INC. (FORMERLY: RESEARCH BUSINESS GROUP, INC.) corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General and Business Corporation Law,
NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.

(STAMP)
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT SEAL of the State of Missouri, at the City of Jefferson, this 19th day of December, 1983
         
 
  James C. Kirkpatrick
 
Secretary of State
   


RECEIVED OF: RESEARCH VENTURES GROUP, INC. FIFTEEN DOLLARS Dollars, $15.00 For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
         
No. 00255963
  James C. Kirkpatrick
 
Secretary of State
   
CORP. 20 1/82

 


 

     
()
  State of Missouri . . . Office of Secretary of State
JAMES C. KIRKPATRICK, Secretary of State
Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
     Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
     (1) The present name of the Corporation is Research Business Group, Inc.
     The name under which it was originally organized was Research Business Group, Inc.
     (2) An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on December 6,1983.
     (3) Article # One is amended to read as follows:
     The name of the corporation is Research Ventures Group, Inc.
(If more than one article is to be amended or more space is needed attach fly sheet)

 


 

     (4) Of the 500 shares outstanding, 500 of such shares were entitled to vote on such amendment..
     The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
     
    Number of
Class   Outstanding Shares
     
Common   500
     (5) The number of shares voted for and against the amendment was as follows:
         
Class   No. Voted For   No. Voted Against
         
Common   500   -0-
     (6) If the amendment changed the number or par value of authorized shares having a par value the amount in dollars of authorized shares having a par value as changed is:
     N/A
     If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
     N/A
     (7) If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:
     N/A

 


 

     
IN WITNESS WHEREOF, the undersigned,
  Thompson Dent
 
   
 
  President or
     
 
  has executed this instrument and its
 
   
     
Judith Dawson
  has affixed its corporate seal hereto and attested said seal on the 12th day of
 
Assistant Secretary
  December, 1983.
     
PLACE    
CORPORATE SEAL    
HERE    
(IF NO SEAL, STATE “NONE”)    
         
 
  RESEARCH BUSINESS GROUP, INC.    
 
 
 
(Name of Corporation)
   
ATTEST:
             
Judith Dawson
  By   Thompson Dent    
 
(Secretary or Asst. Secretary)
     
 
(President or Vice President)
   
Judith Dawson, Asst. Secretary
      Thompson Dent, President    
     
STATE OF MISSOURI
}  
 
ss.
COUNTY OF JACKSON
 
     I, the undersigned , a notary public, do hereby certify that on this 12th day of December, 1983, personally appeared before me Thompson S. Dent, who, being by me first duly sworn, declared that he is the President of Research Business Group, Inc. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
         
 
  [ILLEGIBLE]    
 
 
 
Notary Public
   

     
(NOTARIAL
SEAL)
My commission expires August 5, 1985.
     
    FILED AND CERTIFICATE
    ISSUED
     
    DEC 19 1983
     
    /s/ James C. Kirkpatrick
 
Corporation Dept. SECRETARY OF STATE


Corp. 44

 


 

     
No. 00255963

(STAMP)
  STATE OF MISSOURI
ROY D. BLUNT, Secretary of State


CORPORATION DIVISION
Certificate of Amendment
WHEREAS, RESEARCH VENTURES GROUP, INC. a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.

(STAMP)
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 9th day of April, 1985.
         
 
  Roy D. Blunt
 
Secretary of State
   


RECEIVED OF: RESEARCH VENTURES GROUP, INC. FIFTEEN DOLLARS, $15.00 For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. 00255963
Corp. #20(1-85)

 


 

     
()
  STATE OF MISSOURI . . . Office of Secretary of State
JAMES C. KIRKPATRICK, Secretary of State



Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65102
     Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Research Ventures Group, Inc.
The name under which it was originally organized was Research Business Group, Inc.
2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on March 22, 1985, 19                    .
Article Number Six is amended to read as follows:
     The number of directors to constitute the board of directors is three.
(If more than one article is to be amended or more space is needed attach fly sheet.)
Corp. 44 (3-82)

 


 

4.   Of the 501 shares outstanding, 501 of such shares were entitled to vote on such amendment.
    The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
     
Class   Number of Outstanding Shares
     
Common   501
5.   The number of shares voted for and against the amendment was as follows:
         
Class   No. Voted For   No. Voted Against
         
Common   501   -0-
6.   If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:
N/A
    If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
N/A
7.   If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:
N/A
Corp. 44 (Page 2)

 


 

     
IN WITNESS WHEREOF, the undersigned,
  Richard W. Brown, President
 
   
 
  President or
     
 
  has executed this instrument and its
 
Vice-President
   
     
Judith A. Vogelsmeier, Assistant Secretary
  has affixed its corporate seal hereto and attested said seal on the 27th day of
 
Secretary or Assistant Secretary
  MARCH, 1985.
     
PLACE    
CORPORATE SEAL    
HERE.    
(IF NO SEAL, STATE “NONE.”)    
         
 
  RESEARCH VENTURES GROUP, INC.    
 
 
 
Name of Corporation
   
ATTEST:
             
By /s/ Judith A. Vogelsmeier
    /s/ Richard W. Brown    
 
Secretary or Assistant Secretary
     
 
President or Vice-President
   
Judith A. Vogelsmeier, Asst. Secretary
      Richard W. Brown, President    
     
State of Missouri
}  
 
ss
County of Jackson
 
I, the undersigned, a Notary Public, do hereby certify that on this 27th day of March, 1985, personally appeared before me Richard W. Brown who, being by me first duly sworn, declared that he is the President of Research Ventures Group, Inc. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
         
NOTARIAL SEAL
  /s/ Annette D. Hardesty    
 
 
 
Notary Public
   
     
    My commission expires                                         
    ANNETTE D. HARDESTY
    Notary Public — State of Missouri
    Commissioned in Jackson County
    My Commission Expires July 29, 1986
     
    FILED AND CERTIFICATE
    ISSUED
     
    APR 9 1985
     
    Roy D. Blunt
    Corporation Dept. SECRETARY OF STATE
Corp. 44 (Page 3)

 


 

No. 00255963
     
(SEAL)
  STATE OF MISSOURI
ROY D. BLUNT, Secretary of State

CORPORATION DIVISION
Certificate of Amendment
WHEREAS, RESEARCH VENTURES GROUP, INC. a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.

(SEAL)
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 26th day of March, 1987.
         
 
  /s/ Roy D. Blunt
 
Secretary of State
   


RECEIVED OF: RESEARCH VENTURES GROUP, INC. TWENTY DOLLARS, $20.00 For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. 00255963
Corp. #20 (1-85)

 


 

     
(SEAL)
  STATE OF MISSOURI . . . Office of Secretary of State
ROY D. BLUNT, Secretary of State



Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
     Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Research Ventures Group, Inc. The name under which it was originally organized was Research Business Group, Inc.
 
2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on March 3, 1987.
     
 
 
 
   
3. Article Number Six is amended to read as follows:
“The number of directors to constitute the Board of Directors is nine (9).”
(If more than one article is to be amended or more space is needed attach fly sheet.)
Corp. 44 (1-85)

 


 

4.   Of the 502 shares outstanding, 502 of such shares were entitled to vote on such amendment.
    The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
     
Class   Number of Outstanding Shares
     
Common   502
5.   The number of shares voted for and against the amendment was as follows:
         
Class   No. Voted For   No. Voted Against
         
Common   502   -0-
6.   If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:
N/A
    If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
N/A
7.   If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:
N/A
Corp. 44 (Page 2)

 


 

     
IN WITNESS WHEREOF, the undersigned,
  Robert S. Bonney
 
   
 
  President or
     
 
  has executed this instrument and its
 
Vice-President
   
     
Judith A. Vogelsmeier
  has affixed its corporate seal hereto and
 
Assistant Secretary
   
attested said seal on the 23rd day of March, 1987.
     
PLACE    
CORPORATE SEAL    
HERE.    
(IF NO SEAL, STATE “NONE.”)    
         
 
  RESEARCH VENTURES GROUP, INC.    
 
 
 
Name of Corporation
   
ATTEST:
             
/s/ Judith A. Vogelsmeier
  By   /s/ Robert S. Bonney    
 
Assistant Secretary
     
 
President
   
Judith A. Vogelsmeier
      Robert S. Bonney    
     
State of Missouri
}  
 
ss
County of Jackson
 
I, the undersigned, a Notary Public, do hereby certify that on this 23rd day of March, 1987, personally appeared before me Robert S. Bonney who, being by me first duly sworn, declared that he is the President of Research Ventures Group, Inc. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
     
 
  /s/ Paula A. Lindemood
 
   
     NOTARIAL SEAL
  Notary Public
 
   
 
  My commission expires 6-15-88
 
  PAULA A. LINDEMOOD
 
  Notary Public - State of Missouri
 
  Commissioned in Jackson County
 
  My Commission Expires June 15, 1988.
 
   
 
  FILED AND CERTIFICATE
 
  ISSUED
 
   
 
  MAR 26 1987
 
   
 
  /s/ Roy D. Blunt
 
  corporation Dept. SECRETARY OF STATE
Corp. 44 (Page 3)

 


 

No. 00255963
       
(SEAL)
  STATE OF MISSOURI
ROY D. BLUNT, Secretary of State

CORPORATION DIVISION
 
Certificate of Amendment
WHEREAS, RESEARCH VENTURES GROUP, INC. a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.

(SEAL)
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 9th day of August, 1988.
     
     
    /s/ Roy D. Blunt
     
    Secretary of State


Fee $20.00
Corp. #20 (3-87)

 


 

     
()
  STATE OF MISSOURI . . . Office of Secretary of State
ROY D. BLUNT, Secretary of State



Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
     Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Research Ventures Group, Inc. The name under which it was originally organized was Research Business Group, Inc.
 
 
2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on July 26, 1988.
3. Article Number Six is amended to read as follows:
    The number of directors to constitute the Board of Directors is five (5).
(If more than one article is to be amended or more space is needed, attach fly sheet.)
Corp. 44 (1-85)

 


 

4.   Of the 502 shares outstanding, 502 of such shares were entitled to vote on such amendment.
    The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
     
Class   Number of Outstanding Shares
     
Common   502
5.   The number of shares voted for and against the amendment was as follows:
         
Class   No. Voted For   No. Voted Against
         
Common   502   -0-
6.   If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:
      N/A
    If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
      N/A
7.   If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:
      N/A
Corp. 44 (Page 2)

 


 

     
IN WITNESS WHEREOF, the undersigned,
  Richard W. Brown
 
   
 
   
     
 
 
  President has executed this instrument and its
 
   
Judith A. Vogelsmeier
 
Assistant Secretary
  has affixed its corporate seal hereto and attested said seal on the 2nd day of August, 1988.
     
PLACE
CORPORATE SEAL
HERE.

(IF NO SEAL, STATE “NONE.”)
   
     
     
    RESEARCH VENTURES GROUP, INC.
     
    Name of Corporation
ATTEST:
         
Judith A. Vogelsmeier
  By   Richard W. Brown
 
       
Assistant Secretary
      President
Judith A. Vogelsmeier
      Richard W. Brown
     
State of Missouri
}  
 
ss
County of Jackson
 
     I, the undersigned, a Notary Public, do hereby certify that on this 2nd day of August, 1988, personally appeared before me Richard W. Brown who, being by me first duly sworn, declared that he is the President of Research Ventures Group, Inc. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
     
NOTARIAL SEAL
  /s/ Beverly D. Brown
 
   
 
  Notary Public
     
 
  My commission expires                                        
 
  BEVERLY D. BROWN
 
  Notary Public — State of Missouri
 
  Commissioned in Jackson County
 
  My Commission Expires September [ILLEGIBLE] 1989
 
   
 
  FILED AND CERTIFICATE
 
  ISSUED
 
  AUG 09 1988
 
  /s/ Roy D. Blunt
 
  Corporation Dept. SECRETARY OF STATE
Corp. 44 (Page 3)

 


 

No. 00255963
     
()
  STATE OF MISSOURI
ROY D. BLUNT, Secretary of State


 
  CORPORATION DIVISION
Certificate of Amendment
WHEREAS, HEALTH MIDWEST VENTURES GROUP, INC. (FORMERLY: RESEARCH VENTURES GROUP, INC.)
a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing amendment of Articles of Incorporation under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify that I have filed said Certificate of Amendment as provided by law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.

()
IN TESTIMONY WHEREOF, I hereunto set my hand and affix the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 21st day of June, 1991.
     
    Roy D. Blunt
     
    Secretary of State


Fee $                    
20.00
Corp. #20 (3-87)

 


 

STATE OF MISSOURI . . . Office of Secretary of State
ROY D. BLUNT, Secretary of State
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney)
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
    Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
  1.   The present name of the Corporation is Research Ventures Group, Inc.
 
      The name under which it was originally organized was Research Business Group, Inc.
 
  2.   An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on April 12, 1991.
 
  3.   Article Number One is amended to read as follows:
 
      ARTICLE NUMBER ONE shall henceforth read in its entirety, The name of the corporation shall be:
      “HEALTH MIDWEST VENTURES GROUP, INC.”
  4.   Of the 502 shares outstanding, 502 of such shares were entitled to vote on such amendment.
 
      The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
     
Class   Number of Outstanding Shares
     
Common   502

 


 

  5.   The number of shares voted for and against the amendment was as follows:
         
Class   No. Voted For   No. Voted Against
         
Common   502   -0-
  6.   If the amendment changed the number of par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:
N/A
      If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
N/A
  7.   If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:
N/A
     IN WITNESS WHEREOF, the undersigned, Richard W. Brown, President, has executed this instrument and Judith A. Vogelsmeier, its Assistant Secretary has affixed its corporate seal hereto and attested said seal on the 18th day of June, 1991.
PLACE CORPORATE
     SEAL HERE
             
    RESEARCH VENTURES GROUP, INC.    
 
           
ATTEST:
           
 
  By:   /s/ Richard W. Brown
 
Richard W. Brown, President
   
         
By:
  /s/ Judith A. Vogelsmeier
 
Judith A. Vogelsmeier, Assistant Secretary
   
1646

 


 

         
STATE OF MISSOURI
  )    
 
  )   ss
COUNTY OF JACKSON
  )    
     I, the undersigned, a Notary Public, do hereby certify that on this 18th day of June, 1991, Richard W. Brown personally appeared before me who, being by me first duly sworn, declared that he is the President of Research Ventures Group, Inc., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
         
NOTARIAL SEAL
  Beverly D. brown
 
Notary Public
   
         
My commission expires
  Beverly D. Brown
 
Notary Public — State of Missouri
   
 
  Commissioned in Jackson County    
 
  My Commission Expires September 3, 1993    
FILED AND CERTIFICATE
ISSUED
JUN 21, 1991
Roy D. Blunt
Corporation Dept. SECRETARY OF STATE
1646

 


 

(CERTIFICATEOFAMENDENTLOGO )
Judith K. Moriarty SECRETARY OF STATE CORPORATION DIVISION CERTIFICATE OF AMENDMENT WHEREAS, HEALTH MIDWEST VENTURES GROUP, INC. A CORPORATION ORGANIZED UNDER THE GENERAL AND BUSINESS CORPORATION Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the amendment of Articles of Incorporation under The General Business Corporation Law, and that the Articles of Incorporation of said corporation are amended in accordance therewith. IN TESTIMONY WHEREOF, I HAVE SET MY hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 4th day of AUGUST, 1994. Secretary of state $20-00

 


 

(CERTIFICATEOFCORPORATELOGO)
Rebecca McDowell Cook Secretary of State CORPORATION DIVISION CERTIFICATE OF CORPORATE RECORDS HEALTH MIDWEST VENTURES GROUP, INC. I, REBECCA McDOWELL COOK, Secretary of State of the State of Missouri and Keeper of the Great Seal thereof, do hereby certify that the annexed pages contain a full, true and complete copy of the original documents on file and of record in this office. IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 5th day of JANUARY, 2000. Secretary of State

 


 

STATE OF MISSOURI . . . Office of Secretary of State
JUDITH K. MORIARTY, Secretary of State
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney)
HONORABLE JUDITH K. MORIARTY
SECRETARY OF STATE
STATE OF MISSOURI
P. O. BOX 778
JEFFERSON CITY, MO 65102
     Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:
  1.   The present name of the Corporation is Health Midwest Ventures Group, Inc.
 
      The name under which it was originally organized was Research Ventures Group, Inc.
 
  2.   An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on July 18, 1994.
 
  3.   Article Number Six is amended to henceforth read as follows:
“Article VI
     The number of directors to constitute the Board of Directors shall be seven (7). Thereafter, the number of directors shall be fixed by, or in the manner provided in the bylaws. Any changes in the number shall be reported to the Secretary of State within thirty (30) calendar days after such change.”
  4.   Of the 502 shares outstanding, 502 of such shares were entitled to vote on such amendment.
 
      The number of outstanding shares of any class entitled to vote thereon as a class were as follows:
         
Class   Number of Outstanding Shares
Common
    502  
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  5.   The number of shares voted for and against the amendment was as follows:
         
Class   No. Voted For   No. Voted Against
Common
  502   -0-
  6.   If the amendment changed the number of par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:
 
                           N/A
 
      If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:
 
                           N/A
 
  7.   If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:
 
                           N/A
     IN WITNESS WHEREOF, the undersigned, Richard W. Brown, President, has executed this instrument and Judith A. Vogelsmeier, its Assistant Secretary has affixed its corporate seal hereto and attested said seal on the 3rd day of August, 1994.
     
PLACE CORPORATE
   
SEAL HERE
   
 
  HEALTH MIDWEST VENTURES GROUP, INC.
ATTEST:
         
     
  By:   /s/ Richard W. Brown    
    Richard W. Brown, President   
       
 
         
By:
  /s/ Judith A. Vogelsmeier
 
Judith A. Vogelsmeier, Assistant Secretary
   
     
 
  FILED AND CERTIFICATE
 
  ISSUED
 
  AUG 04 1994
 
   
 
  /s/ Judith K. Moriarty
 
  SECRETARY OF STATE
62590

 


 

         
STATE OF MISSOURI
  )
 
  ) ss
COUNTY OF JACKSON
  )
     I, the undersigned, a Notary Public, do hereby certify that on this 3rd day of August, 1994, Richard W. Brown personally appeared before me who, being by me first duly sworn, declared that he is the President of Health Midwest Ventures Group, Inc., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.
     
NOTARIAL SEAL
  /s/ Karen J. Montgomery
 
   
 
  Notary Public
     
 
  KAREN J. MONTGOMERY
My commission expires 8/6/1997
  Notary Public-State of Missouri
 
  Commissioned In Jackson County
 
  My Commission Expires Aug. 6,1997
62590