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Exhibit 3.1
ARTICLES OF INCORPORATION
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OF
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HEALTHWATCH, INC.
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The undersigned, being of full age and for the purpose of forming a
corporation under Minnesota Statutes Chapter 302A, does hereby adopt the
following Articles of Incorporation:
ARTICLE I
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The name of this corporation shall be HEALTHWATCH, INC.
ARTICLE II
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The location and address of this corporation's registered office in this
state shall be 300 Roanoke Bldg., Minneapolis, Minnesota 55402.
ARTICLE III
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The total authorized shares of this corporation shall consist of Forty
Million (40,000,000) voting common shares. The common stock of this corporation
shall have a par value of one cent per share, solely for the purpose of a
statute or regulation imposing a tax or fee based upon the capitalization of the
corporation, and a par value fixed by the Board of Directors for the purposes of
a statute or regulation requiring the shares of the corporation to have a par
value.
ARTICLE IV
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Shareholders shall have no rights of cumulative voting.
ARTICLE V
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Shareholders shall have no rights, preemptive or otherwise, to acquire any
part of any unissued shares or other securities of this corporation or of any
rights to purchase shares or other securities of this corporation before the
corporation may offer them to other persons.
ARTICLE VI
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The name and address of the incorporator of this corporation is:
Lindley S. Branson
GRAY, PLANT, M007Y, MCOTY & BENNETT
300 Roanoke Building
Minneapolis, Minnesota 55402
ARTICLE VII
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The Board of Directors of this corporation shall consist of three directors
or such other number of directors as shall be fixed in the manner provided in
the By-Laws of this corporation.
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ARTICLE VIII
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Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken by written action signed by all of the directors then in
office, unless the action is one which need not be approved by the shareholders,
in which case such action shall be effective if signed by the number of
directors that would be required to take the same action at a meeting at which
all directors were present.
IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June,
1983,
/s/ Lindley S. Branson
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Incorporator
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