[page 1][page 2]

Articles of Incorporation

  1. Articles of Incorporation (continued)

    1. The street address of the initial registered office is 122 Rumford Center Road, Andover, Maine 04216 and the name of the initial registered agent is Teresa Royer MacKnight, D.O.

    2. The number of directors constituting the initial Board of Directors of the corporation is 14.

    3. The maximum number of directors is 20 and the minimum number is 3.

    4. The names and addresses of the initial incorporators are as follows:

      1. Teresa Royer MacKnight, D.O., 122 Rumford Center Road, Andover, ME 04126

      2. Joseph J. Burrascano, M.D., 139 Springs Fireplace Road, East Hampton, NY 11937

      3. Steven E. Phillips, M.D., 10 Roberts Lane, Suite 2, Ridgefield, CT 06877

  2. Directors

    1. To the fullest extent not prohibited by law, a director of this corporation shall not be liable to the corporation for monetary damages for an act or omission in the director's capacity as a director, except that this article does not eliminate or limit the liability of a director for:

      1. A breach of a director's duty of loyalty to the corporation

      2. An act or omission not in good faith that involves intentional misconduct or a knowing violation of the law

      3. A transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office

      4. An act or omission for which the liability of a director is expressly provided for by statute

      5. An act related to an unlawful stock repurchase or payment of a dividend

    2. A change in the number of directors shall be made by amendment to the bylaws.
[top of page][page 1][page 2]