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ARTICLES OF INCORPORATION Exhibit 2.1
FILED IN THE OFFICE OF THE SECRETARY
OF STATE OF THE STATE OF GEORGIA
FEBRUARY 23, 1999
ARTICLE ONE
NAME
The name of the Corporation is ALLIANCE HEALTHCARD, INC.
ARTICLE TWO
REGISTERED OFFICE
The address of the registered office of the Corporation in the State of
Georgia is 3343 Peachtree Road, Suite 610, Atlanta, Georgia 30326n the
County of Fulton. The name of the Corporation's registered agent in the
State of Georgia at such address is Michael W. Broadbear, Esq.
ARTICLE THREE
PURPOSES
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may now or hereafter be organized under the Georgia
Business Corporation Code.
ARTICLE FOUR
CAPITAL STOCK
The aggregate number of shares of stock which the Corporation shall have
authority to issue is ten million (10,000,000) shares of $.001 par value
Common Stock.
ARTICLE FIVE
BYLAWS
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to adopt, repeal, rescind,
alter or amend in any respect the Bylaws of the Corporation.
ARTICLE SIX
INITIAL PRINCIPAL OFFICE
The address of the initial principal office of the Corporation is 3500
Parkway Lane, Suite 310, Norcross, Georgia 30092.
ARTICLE SEVEN
SHAREHOLDER ACTION BY WRITTEN CONSENT
To the extent allowed by law, any action that is required to be or may be
taken at a meeting of the Shareholders of the Corporation may be taken
without a meeting if written consent, setting forth the action, shall be
signed by persons who would be entitled to vote at a meeting those shares
having voting power to cast no less than the minimum number (or numbers, in
the case of voting by classes) of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote were present and voted. Notice shall be given within ten (10) days of
the taking of corporate action without a meeting by less than unanimous
written consent to those Shareholders on the record date whose shares were
not represented on the written consent.
ARTICLE EIGHT
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PLACE OF MEETINGS AND RECORDS
Meetings of Shareholders of the Corporation may be held within or without
the State of Georgia, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision of applicable law) within
or without the State of Georgia at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws.
ARTICLE NINE
LIMITATION ON DIRECTORS' LIABILITY
A Director of this Corporation shall not be personally liable to the
Corporation or its Shareholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of
the Corporation, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for the
type of liability set forth under Section 14-2-832 of the Georgia Business
Corporation Code, or (iv) for any transaction from which the Director
received an improper personal benefit.
If the Georgia Business Corporation Code is hereafter amended to authorize
the further elimination or limitation of the liability of a Director, then
the liability of a Director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Georgia Business Corporation
Code, as so amended.
Any repeal or modification of the foregoing provisions of this Article Nine
by the Shareholders of the Corporation shall not adversely affect any right
or protection of a Director of the Corporation existing at the time of such
repeal or modification.
The provisions of this Article Nine shall not be deemed to limit or
preclude indemnification of a Director by the Corporation for any liability
of a Director which has not been eliminated by the provisions of this
Article Nine.
ARTICLE TEN
INCORPORATOR
The name and address of the incorporator is as follows:
David M. Pedley, Esq.
Minkin & Snyder
A Professional Corporation
One Buckhead Plaza
3060 Peachtree Road, Suite 1100
Atlanta, Georgia 30305
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged these Articles of Incorporation
this 22/nd/ day of February, 1999.
David M. Pedley, Incorporator
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