Exhibit 3.10(a)
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 08/09/1995 950180604 – 2532346 |
CERTIFICATE OF INCORPORATION
OF
AOR MANAGEMENT COMPANY OF VIRGINIA, INC.
ARTICLE I
The name of the corporation is AOR MANAGEMENT COMPANY OF VIRGINIA, INC. (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office, in the County of Kent, is 32 Loockerman Square, Suite L-100, Dover, Delaware 19904. The name of the registered agent at that address is The Prentice-Hall Corporation System, Inc.
ARTICLE III
The nature of the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
The total number of shares of all classes of stock which the Corporation shall have authority to issue is one thousand (1,000), all of which shall be common stock, $.01 par value per share (“Common Stock”).
ARTICLE V
The Board of Directors is expressly authorized to adopt, amend, alter or repeal the bylaws of the Corporation.
ARTICLE VI
The Corporation shall have the right, subject to any express provisions or restrictions contained in this certificate of incorporation from time to time, to amend this certificate of incorporation or any provision hereof in any manner now or hereafter provided by law, and all rights and powers at any time conferred upon the directors or stockholders of the Corporation by this certificate of incorporation or any amendment hereto are subject to such right of the Corporation.
ARTICLE VII
The number of directors of the Corporation shall be determined in accordance with the Corporation’s bylaws. The number of directors constituting the initial board of directors of the Corporation shall be three (3), and the names and mailing addresses of the persons who are to serve as its directors until the first annual meeting of its stockholders, or until their respective successors are duly elected and qualified, are as follows:
Name | Address | |
B. Dale Ross | 17001 Northchase Drive, Suite 330 Houston, Texas 77060 | |
Lloyd Everson, M.D. | 17001 Northchase Drive, Suite 330 Houston, Texas 77060 | |
L. Fred Pounds | 17001 Northchase Drive, Suite 330 Houston, Texas 77060 | |
ARTICLE VIII
No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law 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 Delaware General Corporation Law, as so amended.
No repeal or modification of the foregoing provisions of this Article VIII by the stockholders of the Corporation shall adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
ARTICLE IX
Elections of directors of the Corporation need not be by written ballot.
2
ARTICLE X
The name and mailing address of the incorporator is as follows:
Name | Mailing Address | |
Lisa Newburn | 700 Louisiana, Suite 1900 Houston, Texas 77002 |
I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring that this is my act and deed and that the facts herein stated are true and accordingly have hereunder set my hand this 9th day of August, 1995.
|
| Lisa Newburn, Incorporator |
3
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
AOR Management Company of Virginia, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
DOES HEREBY CERTIFY:
That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.
That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.
That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.
IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 29th day of November, 2001.
| AOR Management Company of Virginia, Inc. | ||
| * | |
| Kirk Hood, Attorney-ln-Fact | ||
D8023 - 8/28/01 - CT System Online
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 12/03/2001 010611842 – 2532346 |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 06:00 PM 12/27/2001 010671985 – 2532346 |
CERTIFICATE OF MERGER
OF
PRN VIRGINIA, INC., a Delaware corporation
INTO
AOR MANAGEMENT COMPANY OF VIRGINIA, INC., a Delaware corporation
**************
The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:
NAME | STATE OF INCORPORATION | |
| PRN VIRGINIA, INC. | Delaware | |
| AOR MANAGEMENT COMPANY OF VIRGINIA, INC. | Delaware |
SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware.
THIRD: The name of the surviving corporation of the merger is AOR Management Company of Virginia, Inc.
FOURTH: That the Certificate of Incorporation of AOR Management Company of Virginia, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.
FIFTH: That the merger herein provided for shall be effective in the State of Delaware at 5:01 p.m. eastern standard time on December 31, 2001.
SIXTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.
SEVENTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.
1
Dated: December 27, 2001.
| AOR Management Company of Virginia, Inc., a Delaware corporation | ||
| By: |
| |
| Name: | Phillip H. Watts | |
| Title: | Vice President | |
| PRN VIRGINIA, INC., a Delaware corporation | ||
| By: |
| |
| Name: | Phillip H. Watts | |
| Title: | Vice President and Assistant Secretary | |
2
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:00 PM 08/30/2002 020548204 – 2532346 |
CERTIFICATE OF MERGER
OF
AOR MANAGEMENT COMPANY OF ALABAMA, INC., a Delaware corporation
INTO
AOR MANAGEMENT COMPANY OF VIRGINIA, INC., a Delaware corporation
**************
The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:
NAME | STATE OF INCORPORATION | |
AOR Management Company of Alabama, Inc. | Delaware | |
AOR Management Company of Virginia, Inc. | Delaware |
SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware.
THIRD: The name of the surviving corporation of the merger is AOR Management Company of Virginia, Inc.
FOURTH: That the Certificate of Incorporation of AOR Management Company of Virginia, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.
FIFTH: That the merger herein provided for shall be effective in the State of Delaware on the later of (i) the date filed or (ii) 5:01 pm Eastern time on August 31, 2002.
SIXTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.
SEVENTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.
Dated: August 30, 2002.
| AOR MANAGEMENT COMPANY OF VIRGINIA, INC., a Delaware corporation | ||
| By: |
| |
| Name: | Phillip H. Watts | |
| Title: | Vice President | |
| AOR MANAGEMENT COMPANY OF ALABAMA, INC., a Delaware corporation | ||
| By: |
| |
| Name: | Phillip H. Watts | |
| Title: | Vice President | |
2
HOU:2050911.2
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:00 PM 12/24/2002 020797095 – 2532346 |
CERTIFICATE OF MERGER
OF
AOR MANAGEMENT COMPANY OF SOUTH CAROLINA, INC.,
a Delaware corporation
INTO
AOR MANAGEMENT COMPANY OF VIRGINIA, INC.,
a Delaware corporation
**************
The undersigned corporations organized and existing under and by virtue of the General Corporation Law of Delaware,
DO HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:
NAME | STATE OF INCORPORATION | |
AOR Management Company of South Carolina, Inc. | Delaware | |
AOR Management Company of Virginia, Inc. | Delaware |
SECOND: That an agreement and plan of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware.
THIRD: The name of the surviving corporation of the merger is AOR Management Company of Virginia, Inc.
FOURTH: That the Certificate of Incorporation of AOR Management Company of Virginia, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.
FIFTH: That the merger herein provided for shall be effective in the State of Delaware on 6:01pm Eastern time on December 31, 2002.
SIXTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation, the address of which is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.
SEVENTH: That a copy of the Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.
1
HOU:2051432.4
Dated: December 24, 2002.
AOR MANAGEMENT COMPANY OF VIRGINIA, INC., a Delaware corporation | ||
By: |
| |
| Phillip H. Watts, Vice President | ||
AOR MANAGEMENT COMPANY OF SOUTH CAROLINA, INC., a Delaware corporation | ||
By: |
| |
| Phillip H. Watts, Vice President | ||
2
HOU:2051432.4
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:01 PM 12/24/2002 020797108 – 2532346 |
CERTIFICATE OF MERGER
OF
AOR MANAGEMENT COMPANY OF NORTH CAROLINA, INC.,
a Delaware corporation;
AOR MANAGEMENT COMPANY OF FLORIDA, INC.,
a Delaware corporation; AND
AOR MANAGEMENT COMPANY OF CENTRAL FLORIDA, INC.,
a Delaware corporation
INTO
AOR MANAGEMENT COMPANY OF VIRGINIA, INC.,
a Delaware corporation
*************
The undersigned corporations organized and existing under and by virtue of the General Corporation Law of Delaware,
DO HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:
NAME | STATE OF INCORPORATION | |
AOR Management Company of North Carolina, Inc. | Delaware | |
AOR Management Company of Florida, Inc. | Delaware | |
AOR Management Company of Central Florida, Inc. | Delaware | |
AOR Management Company of Virginia, Inc. | Delaware |
SECOND: That an agreement and plan of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware.
THIRD: The name of the surviving corporation of the merger is AOR Management Company of Virginia, Inc.
FOURTH: That the Certificate of Incorporation of AOR Management Company of Virginia, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.
FIFTH: That the merger herein provided for shall be effective in the State of Delaware on 8:01 a.m. Eastern time on January 1, 2003.
SIXTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation, the address of which is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.
1
HOU:2100581.1
SEVENTH: That a copy of the Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.
Dated: December 24, 2002.
AOR MANAGEMENT COMPANY OF VIRGINIA, INC., a Delaware corporation | ||
By: |
| |
| Phillip H. Watts, Vice President | ||
AOR MANAGEMENT COMPANY OF NORTH CAROLINA, INC., a Delaware corporation | ||
By: |
| |
| Phillip H. Watts, Vice President | ||
AOR MANAGEMENT COMPANY OF FLORIDA, INC., a Delaware corporation | ||
By: |
| |
| Phillip H. Watts, Vice President | ||
AOR MANAGEMENT COMPANY OF CENTRAL FLORIDA, INC., a Delaware corporation | ||
By: |
| |
| Phillip H. Watts, Vice President | ||
2
HOU:2100581.1
State of Delaware Secretary of State Division of Corporations Delivered 11:43 AM 12/31/2007 FILED 11:36 AM 12/31/2007 SRV 071376463 – 2532346 FILE |
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A
LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY COMPANY ACT
AND PURSUANT TO SECTION 266 OF THE DELWARE GENERAL CORPORATION
LAW
| 1.) | The jurisdiction where the Corporation first formed is Delaware. |
| 2.) | The jurisdiction immediately prior to filing this Certificate is Delaware. |
| 3.) | The date the corporation first formed is 08/09/1995. |
| 4.) | The name of the Corporation immediately prior to filing this Certificate is AOR Management Company of Virginia, Inc. |
| 5.) | The name of the Limited Liability Company as set forth in the Certificate of Formation is AOR Management Company of Virginia, LLC. |
| 6.) | The Conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law. |
| 7.) | This Certificate of Conversion shall be effective on December 31, 2007. |
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the day of 31st day of December, A.D. 2007.
By: |
| |
| Phillip H. Watts | ||
| Authorized Person |
State of Delaware Secretary of State Division of Corporations Delivered 11:43 AM 12/31/2007 FILED 11:36 AM 12/31/2007 SRV 071376463 – 2532346 FILE |
STATEOF DELAWARE
CERTIFICATEOF FORMATION
OF
AOR MANAGEMENT COMPANYOF VIRGINIA, LLC
This Certificate of Formation of AOR Management Company of Virginia, LLC is being duly executed and filed by Melisa Jacobs, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6Del.C,
18-101,etseq.), as amended.
FIRST. The name of the limited liability company is “AOR Management Company of Virginia, LLC”.
SECOND. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. This Certificate of Formation shall be effective on December 31, 2007.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of AOR Management Company of Virginia, LLC this 27th day of December, 2007.
|
Melisa Jacobs Authorized Person |
