EXHIBIT 3.24(a)
CERTIFICATE OF INCORPORATION
OF
GREENVILLE RADIATION CARE, INC.
THE UNDERSIGNED, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the Corporation is GREENVILLE RADIATION CARE, INC.
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SECOND: The registered office of the Corporation is to be located at 32
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Loockerman Square, Suite L-100, in the city of Dover, in the County of Kent, in
the State of Delaware 19901. The name of its registered agent at that address
is The Prentice-Hall Corporation System, Inc.
THIRD: The Corporation is formed for the following purposes:
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To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of
Delaware.
To have all of the powers conferred upon corporations organized
under the provisions of the General Corporation Law of the State of
Delaware to carry out the powers expressed above.
FOURTH: The Corporation shall have perpetual existence.
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FIFTH: The name and address of the incorporator are as follows:
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Gloria M. Barry
Prentice Hall Corporate Services
1025 Vermont Avenue, N.W.
Washington, D.C. 20005
SIXTH: The total number of shares of all classes of stock which the
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Corporation shall have authority to issue is 100,000 shares of common stock with
a par value of One Cent ($0.01) per share. The aggregate amount of all the
authorized shares of common stock of the Corporation is $1,000.00.
SEVENTH: For the management of the business and for the conduct of the
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affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs
of the Corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the entire Board of
Directors shall be fixed by, or in the manner provided in, the bylaws.
The phrase "entire Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors which the Corporation would have if there were no vacancies.
No election of directors need be by written ballot.
2. The power to adopt, amend or repeal the bylaws of the
Corporation may be exercised by the Board of Directors of the
Corporation.
EIGHTH: The personal liability of the directors of the corporation is
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hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may hereafter be amended or supplemented.
NINTH: The Corporation may, to the fullest extent permitted by Section 145
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of the General Corporation Law of the State of Delaware, as the same may
hereafter be amended or supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall insure to
the benefit of the heirs, executors and administrators of such person.
TENTH: From time to time, any of the provisions of this Certificate of
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Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article TENTH.
IN WITNESS WHEREOF, the undersigned does hereby execute this Certificate of
Incorporation, and does hereby acknowledge that this instrument constitutes her
act and deed and that the facts stated herein are true.
Dated: January 30, 1991
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Gloria M. Barry
Incorporator
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