<PAGE> 57
EXHIBIT 3.6
AMENDED
ARTICLES OF INCORPORATION
OF
VISTA MEDICAL TERRACE, INC.
KNOW BY ALL THESE PRESENTS:
That we, the undersigned, Directors being all natural
persons of the age of eighteen years or more and Lewis M. Eslick,
being the President, and William R. Ford, Jr., being the
Secretary desire to form a body corporate under the General
Corporation Laws of the State of Nevada do hereby sign, verify
and deliver in duplicate to the Secretary of State of the State
of Nevada, these Amended Articles of Incorporation:
[AMENDED SEPTEMBER 10, 1990]
ARTICLE I
NAME
The name of the Corporation shall be:
VISTA MEDICAL TERRACE, INC.
[NOT AMENDED]
ARTICLE II
That the principal office of this corporation is to be
located in the City of Sparks, County of Washoe, State of Nevada,
at 2345 East Prater Way, Suite 303, Sparks, Nevada 89431; but the
corporation may maintain an office in such towns, cities, and
places within and without the State of Nevada as the Board of
Directors may from time to time determine, or as may be
designated by the By-Laws of the said corporation. The
Corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of
State of the State of Nevada, unless dissolved according to law.
The resident agent of the corporation will be: LEWIS M. ESLICK,
6425 Meadow Country Drive, Reno, Nevada 89509.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE III
PURPOSES AND POWERS
1. Purposes:
Except as restricted by these Articles of Incorporation, the
Corporation is organized for the purpose of transacting all
lawful business for which corporations may be incorporated
pursuant to the Nevada Corporation Code.
1.1 To perform any manner of services for or the general
public.
<PAGE> 58
2. General Powers:
Except as restricted by these Articles of Incorporation, the
Corporation shall have and may exercise powers and rights
which a corporation on may exercise legally pursuant to the
Nevada Corporation Code.
2.1 To draw, make, endorse, accept, endorse, discount,
execute and issue promissory notes, bills of exchange.
warrants and other negotiable or transferable
instruments.
3. Issuance of Shares:
The Board of Directors of the Corporation may divide and
issue any class of stock of the Corporation in series
pursuant to a resolution properly filed led with the
Secretary of State of the State of Nevada. Such stock may be
issued from time to time without action by the stockholders,
for such consideration as may be fixed from time to time by
the Board of Directors, and shares so issued, shall be
deemed fully paid stock, and the holder of such shares shall
not be liable for any further payment thereon.
3.1 The corporation as directed by the Board of Directors
may issue bonds, debentures or obligations of this
corporation from time to time and to borrow money for
any of the objects or purposes of the corporation, and
to severe the same by mortgage, pledge, deed of trust
or otherwise.
[AMENDED SEPTEMBER 10, 19901
ARTICLE IV
CAPITAL STOCK
The, total authorized capital stock of the Corporation shall
be divided into Fifty-Seven Thousand (57,000) shares, of which
all shall be common stock with a par value of One ($1.00) Dollar.
The corporation shall have no Preferred Stock. The Fifty-Seven
Thousand (57,000) shares of One ($1.00) Dollar par value Common
Stock is described below
1. Common Stock.
The aggregate number of voting common shares which this
Corporation shall have the authority to issue is Fifty-Seven
Thousand (57,000) shares, each with one dollar ($1.00) par
value, which shares shall be designated "Common Stock". The
Common Stock shall have no special powers. preferences or
rights, or qualifications, limitations or restrictions. The
rights of holders of shares of Common Stock to receive
<PAGE> 59
dividends or share in the distribution of assets in the event of
liquidation, dissolution or winding up of the affairs of the
Corporation.
2. Governing Board of Directors:
The number of directors shall be fixed from time to time by
or in the manner provided in the bylaws, So long as the
number of directors shall be less than three, no shares of
the Corporation may be issued and held of record by more
shareholders than there are directors. Any shares issued in
violation of this paragraph shall be null and void. So long
as the number of directors shall be less than three, this
provision also shall constitute a restriction on the
transfer of shares and a legend shall be conspicuously
placed on each certificate respecting shares preventing
transfer of the shares to more shareholders than there are
directors. The names and addresses of the persons who shall
serve as directors until the next scheduled annual meeting
of shareholders and until their successors are elected and
shall qualify are as follows:
NAME ADDRESS
Lewis M. Eslick 6425 Meadow Country Drive
Reno, Nevada 89509
William R. Ford, Jr. 2345 East Prater Way
Suite 303
Sparks, Nevada 09434
William David Jackson 3359 Alpland Lane
Sparks, Nevada 89434
2.1 Transactions with interested Directors:
No contract or other transaction between the Corporation and
one or more of its directors or, any other corporation,
firm, association, or entity in which one or more of its
directors are directors or officers or are financially
interested shall be either void or voidable solely because
of such relationship or interest or solely because such
directors are present at the meeting of the Board of
Directors or a committee thereof which authorized, approves,
or ratifies such contract or transaction or solely because
their votes are counted for such purpose if:
(a) The fact of such relationship or interest is disclosed
or known to the Board of Directors or committee which
authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such
interested directors; or
<PAGE> 60
(b) The fact of such relationship or interest is disclosed
or known to the shareholders entitled to vote and they
authorize, approve, or ratify such contract or
transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable to
the Corporation.
2.2 Common or interested directors may be counted
determining the presence of a quorum at a meeting of the
Board of Directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction.
(AMENDED SEPTEMBER 10, 1990]
ARTICLE V
The capital stock of this corporation shall not be subject
to assessment to pay debts of the corporation, and no paid up
stock and no stock issued as fully paid shall ever be assessable
or assessed. The private property of the stockholders of the
corporation shall not be subject to the payment of debts of said
corporation to any extent whatever. The Articles of Incorporation
shall not be amended in this particular.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE VI
The capital stock of this corporation after the payment of
the subscription price, or the value thereof, shall be non
assessable.
[NOT AMENDED]
ARTICLE VII
The Board of Directors shall not have the power and
authority to power nor authority to increase the amount of total
capital stock unless directed to do so by the majority of the
stockholders of the corporation. The power and authority to
increase the amount of total capital stock is vested in the
stockholders of which the majority must vote Increase the amount
of total capital stock of the corporation.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE VIII
The names and post office addresses of the incorporator
signing these Articles of this incorporation is as follows:
NAME ADDRESSES
James L. Strandberg 1325 Airmotive Way
Reno, Nevada, 89502
[NOT AMENDED]
<PAGE> 61
ARTICLE IX
The period of existence of this corporation shall be
perpetual, subject only to termination by action of its
stockholders or by the effect of law. During the time of the
existence of this corporation the following shall be the doctrine
for corporate opportunities:
1. The officers. directors and other members of management
of the Corporation shall be subject to the doctrine of corporate
opportunities only insofar as it applies to business
opportunities in which the Corporation has expressed an interest
as determined from time to time by the Corporation's Board of
Directors as evidenced by resolutions appearing in the
Corporation's minutes. When such areas of interest are
delineated, all such business opportunities within such areas of
interest which come to the attention of the officers, directors
and other members of management of the Corporation shall be
disclosed promptly to the Corporation and made available to it.
The Board of Directors may reject any business opportunity
presented to it and thereafter any officer, director or other
management may avail himself of such opportunity. Until such time
as the Corporation, through its Board of Directors, has
designated an area of interest, the officers, directors and other
members of management of the Corporation shall be free to engage
in such areas of interest on their own and the provisions hereof
shall not limit the rights of any officer, director or other
member of management of the Corporation to continue a business
existing prior to the time that such area of interest is
designated by the Corporation. This provision shall not be
construed to release any employee of the Corporation (other than
an officer, director or member of management) from any duties
which he may have to the Corporation.
[AMENDED SEPTEMBER 10, 19901
ARTICLE X
The Board of Directors shall have the power and authority to
appoint such officers and agents as the affairs of the
corporation shall require and to allow them suitable
compensation.
[NOT AMENDED]
ARTICLE XI
The Board of Directors shall have the power and authority to
make and alter or amend the By-Laws, to fix the amount in cash,
or otherwise, to be reserved as working capital, and to authorize
and to cause to be executed mortgages and liens upon the property
and franchises of this corporation.
[NOT AMENDED]
<PAGE> 62
ARTICLE XII
The Board of Directors shall have the power and authority,
with the consent in writing and pursuant to the vote of the
holders of fifty-one percent (51%), or more, of the
common-voting capital stock issued and outstanding, to sell.
assign, transfer, or otherwise dispose of the whole property and
business of this corporation, but not otherwise.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE XIII
The Board of Directors shall provide to the stockholders an
unaudited statement of the accounts, books, and records of this
corporation on an annual basis, or more frequently as directed by
the Board of Directors.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE XIV
No shareholder may sell, assign, or otherwise transfer his
shares and certificate or certificates of stock, or any part
thereof, except to a spouse or direct family member, or by gift
to other shareholders or their spouses, unless it is first
offered to the corporation or the other shareholders upon the
following terms and conditions
1. For a per period of thirty-one (31) days after not
notice, the corporation on shall have the option to
purchase all or any part of the shares to be sold,
assigned or otherwise transferred, at the price and
upon the terms of offered by the selling stockholder.
2. To the extent the corporation does not exercise its
option as herein provided, the other shareholders shall
have an option for an additional period of thirty-one
(31) days to purchase all or any part of the shares to
be sold, assigned or otherwise transferred at the
offering price thereof, each shareholder in the same
proportion that the number of shares he owns bears to
the total number of shares of stock of the same class
then issued and outstanding, excluding the shares
offered to be sold.
3. If neither the corporation nor shareholders shall
exercise their option to purchase the stock available
under the terms of this Article, those shares may be
sold by the holder thereof to anyone at the price not
less than that upon which they were offered to the
corporation or other shareholders. If any of the said
shares are offered for sale to others for a price lower
than offered to the corporation or other shareholders,
the corporation and other shareholders shall again have
<PAGE>
the options to purchase all or any part thereof at the
lower offering price before said shares, or any part
thereof, may be sold to the public at said lower
offering price.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE XV
All transactions and acts by the Board of Directors shall be
accomplished by a majority of the Board of Directors in the
management of the business and affairs of the corporation, and
the Board of Directors shall have the power to authorize the seal
of the corporation to be affixed to all papers which may require
it.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE XVI
INDEMNIFICATION
The Corporation may indemnify to the full extent authorized
or permitted by the Nevada Corporation Code any person made, or
threatened to be made, a party to an action, suite or proceeding
(whether civil, criminal, administrative or investigative) by
reason of the fact that he, his testator or intestate is or was a
director, officer, employee, fiduciary, or agent of the
Corporation or serves or served any other enterprise at the
request of the Corporation.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE XVII
AMENDMENTS
The Corporation reserves the right to amend its Articles of
Incorporation from time to time in accordance with the Nevada
Corporation Code. Any proposed amendment shall be adopted upon
receiving the affirmative vote of holders of a majority of the
shares entitled to vote thereon, unless the holders of Preferred
Stock are entitled to vote thereon as a class, in which event the
proposed amendment shall be adopted upon receiving the
affirmative vote of the holders of a majority of the shares of
Preferred Stock then outstanding and a majority of the shares of
the Common Stock then outstanding.
[AMENDED SEPTEMBER 10, 1990]
<PAGE>
ARTICLE XVIII
ADOPTION AND AMENDMENT OF BYLAWS
The initial Bylaws of the Corporation shall be adopted by its
Board of Directors. The power to alter or amend or repeal the
Bylaws or adopt new Bylaws shall be vested in the Board of
Directors, but the holders of Common Stock may also alter, amend or
repeal the Bylaws or adopt new Bylaws. The Bylaws may contain any
provisions for the regulation and management of the affairs of the
Corporation not inconsistent with law or these Articles of
Incorporation.
[AMENDED SEPTEMBER 10, 1990]
ARTICLE XIX
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the
Corporation is 6425 Meadow Country Drive Reno, Nevada 89509 and the
name of the registered agent at such address is Lewis M. Eslick.
Either the registered office or the registered agent may be changed
in the manner provided by law.
[AMENDED SEPTEMBER 10, 1990]
IN WITNESS WHEREOF, the above-named governing Board of
Directors has signed these Amended Articles of Incorporation on
September 10,1990
/s/ Lewis M. Eslick
Lewis M. Eslick
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 10th day of September, 1990 personally appeared before
me, a Notary Public in and for the County of Washoe, State of
Nevada: Lewis M. Eslick known to me to be the person described in
and who executed the foregoing instrument, who acknowledged to me
that they executed the same freely and voluntarily and for the uses
and purposes therein mentioned.
/s/ Donna Marie Morton
NOTARY PUBLIC
/s/ William R. Ford, Jr.
William R. Ford, Jr.
<PAGE>
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 10th day of September, 1990 personally appeared before
me, a Notary Public in and for the County of Washoe, State of
Nevada: William R. Ford, Jr. known to me to be the person described
in and who executed the foregoing instrument, who acknowledged to
me that they executed the same freely and voluntarily and for the
uses and purposes therein mentioned.
/s/ Donna Marie Morton
NOTARY PUBLIC
/s/ William David Jackson
William David Jackson
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 10th day of September, 1990 personally appeared before
me, a Notary Public in and for the County of Washoe, State of
Nevada: William David Jackson known to me to be the person
described in and who executed the foregoing instrument, who
acknowledged to me that they executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
/s/ Donna Marie Morton
NOTARY PUBLIC
