RESTATED
CERTIFICATE OF INCORPORATION
OF
RENAL TREATMENT CENTERS, INC.
Renal Treatment Centers, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, does hereby certify as follows:
1. The name of the Corporation is Renal Treatment Centers, Inc.
2. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware under the name Renal
Treatment Centers, Inc. on August 11, 1988.
3. This Restated Certificate of Incorporation amends and restates the
Restated Certificate of Incorporation of the Corporation.
4. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware. With respect to such adoption,
written consent of the stockholders of the Corporation has been given in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware and written notice has been given as provided in Section
228.
5. The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated in full to read as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
RENAL TREATMENT CENTERS, INC.
FIRST: The name of the Corporation is RENAL TREATMENT CENTERS, INC.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent.
The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 25,000,000 shares, consisting
of 20,000,000 shares of Common Stock (the "Common Stock"), $.01 par value; and
5,000,000 shares of Series Preferred Stock (the "Series Preferred Stock"), $.01
par value. The designations, rights, including voting rights, preferences,
qualifications, limitations and restrictions of the Series Preferred Stock, and
particularly of the shares of each series thereof, may, to the extent permitted
by law, be similar to or may differ from those of any other series. The Board
of Directors of the Corporation is hereby expressly granted authority to issue
from time to time Series Preferred Stock in one or more series and to fix from
time to time before issuance thereof, by filing a certificate pursuant to the
General Corporation Law of the State of Delaware, the number of shares in each
series and all designations, relative rights (including the right to vote and,
to the extent permitted by law, to convert into shares of any class or into any
series of any class), preferences, qualifications, limitations and restrictions
of the shares in each such series.
FIFTH: In furtherance and not in limitation of the powers conferred by law, the
Board of Directors is authorized to make,
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alter or repeal the By-Laws of the Corporation. Election of directors need not
be by written ballot.
SIXTH: Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the 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 the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the 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 the 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 the 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 (3/4) in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, such compromise
or arrangement and such reorganization shall, if sanctioned by the court to
which the 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 the
Corporation, as the case may be, and also on the Corporation.
SEVENTH: The personal liability of the directors of the Corporation is 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 be amended and supplemented.
EIGHTH: Each person who is or was or had agreed to become a director or officer
of the Corporation (and the heirs, executors, administrators or estate of such
person) shall be indemnified by the Corporation to the fullest extent permitted
by the General Corporation Law of the State of Delaware as presently or
hereafter in effect. Without limiting the generality or effect of the
foregoing, the Corporation may enter into one or more agreements with any person
which provide for indemnification greater or
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different than that provided in this Article. No amendment to or repeal of this
Article EIGHTH shall apply to or have any effect on the right to indemnity
permitted or authorized hereunder for or with respect to claims asserted before
or after such amendment or repeal arising from acts or omissions occurring in
whole or in part before the effective date of such amendment or repeal.
NINTH: Any provisions contained in this Restated Certificate of Incorporation
may be amended, altered, changed or repealed, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
IN WITNESS WHEREOF Renal Treatment Centers, Inc. has caused this
certificate to be signed and attested by its duly authorized officers this 12th
day of August, 1993.
RENAL TREATMENT CENTERS, INC.
By:/s/ Robert L. Mayer, Jr.
------------------------
President
Attest:
By:/s/ Frederick C. Jansen
-----------------------
Secretary
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