CERTIFICATE OF INCORPORATION
The undersigned, for the purpose of organizing a stock corporation
under the provisions and subject to the requirements of the laws of the State
of Delaware, hereby certifies that:
FIRST: The name of the corporation is INFOCURE CORPORATION.
SECOND: The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware
19805; and the name of the registered agent of the corporation is
Corporation Service Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation shall have
authority to issue is fifty million (50,000,000) shares which are
divided into ten million (10,000,000) shares of preferred stock with a
par value of $.001 each, and forty million (40,000,000) shares of
common stock with a par value of $.001 each.
Subject to the provisions of Section 151 of the General Corporation Law
of the State of Delaware, the board of directors of the corporation is
authorized to determine, without shareholder action, the powers,
designations, preferences, limitations, voting power and relative,
participating, optional and other special rights and qualifications,
limitations and restrictions of the preferred stock, including without
limitation, the relative rights of any class of shares of preferred
stock, each series within a class, the number of shares within each
class and series and the dividend rights, conversion rights and terms
of redemption (including sinking fund provisions and liquidation
preferences), all to the fullest extent now or hereafter permitted by
the General Corporation Law of the State of Delaware. Each holder of
shares of common stock shall be entitled to one vote for each share of
common stock held of record on all matters on which the holders of
common stock are entitled to vote.
FIFTH: The name and mailing address of the incorporator are as follows:
Ugo F. Ippolito, Esq.
Glass, McCullough, Sherrill & Harrold
1409 Peachtree Street, NE
Atlanta, Georgia 30309
SIXTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the
application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver(s) appointed
for this corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or
of any receiver(s) appointed for this corporation under the provisions
Section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number
representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.
SEVENTH: In furtherance and not in limitation of the powers conferred by statute
or applicable law, the board of directors is expressly authorized to
adopt, amend and repeal the bylaws of the corporation.
EIGHTH: The personal liability of the directors of the corporation to the
corporation and its shareholders is hereby eliminated or limited to the
fullest extent permitted by the provisions of Section 102(b)(7) of the
General Corporation Law of Delaware, as the same may be hereafter
amended and supplemented.
Signed on this 25th day of November, 1996.
/s/ Ugo F. Ippolito
Ugo F. Ippolito, Incorporator