EXHIBIT 3.29(a)
CERTIFICATE OF INCORPORATION
OF
RMCC, INC.
THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the
provisions of the General Corporation Law of Delaware, does hereby certify as
follows:
FIRST: The name of the Corporation is RMCC, Inc.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County. The name of the
Corporation's registered agent at such address is The Corporation Trust 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 One Thousand (1,000) shares, par value $.01 per share
all of which are of one class and are designated as Common Stock.
FIFTH: The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
Paula T. Calhoun Drinker Biddle & Keath
1000 Westlake Drive
Suite 300
Herwyn, PA 19312
SIXTH: In furtherance and not in limitation of the general powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to make, alter or repeal the Bylaws of the Corporation,
except as specifically otherwise provided therein.
SEVENTH: A director of the Corporation shall have no personal liability to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent that Section 102(b)(7) (or any successor
provision) of the Delaware General Corporation Law, as amended from time to
time, expressly provides that the liability of a director may not be eliminated
or limited.
EIGHTH: 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 or receivers 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 or receivers appointed
for this Corporation under the provisions of 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.
2
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove
named, does hereby execute this Certificate of Incorporation this 16th day of
November, 1992.
_________________________________
Paula T. Calhoun, Incorporator
3
CERTIFICATE OF AMENDMENT
BEFORE PAYMENT FOR STOCK
OF
RMCC, INC.
* * * * *
THE UNDERSIGNED, being the incorporator of RMCC, Inc., a Corporation formed
under the provisions of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the sole incorporator of the Corporation has adopted the
following resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of the Corporation:
RESOLVED, that the amendment of Article FIRST of the Corporation's
Certificate of Incorporation, as amended, to read in its entirety as
follows is hereby proposed and declared to be advisable and in the best
interest of the Corporation:
"FIRST: The name of the Corporation is RMCC CANCER CENTER, INC."
SECOND: That the Corporation has not received any payment for any of its
stock.
THIRD: That the amendment has been duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its sole incorporator this 17th day of November, 1992.
RMCC, INC.
By:________________________________
Paula T. Calhoun, Sole Incorporator
4