EXHIBIT 3.9
CERTIFICATE OF INCORPORATION
OF
INSIGHT-SUB CORP.
I, the undersigned natural person acting as an incorporator of a
corporation (hereinafter called the "Corporation") under the General Corporation
Law of the state of Delaware, do hereby adopt the following Certificate of
Incorporation for the Corporation:
ARTICLE ONE
InSight-Sub Corp. is the name of the Corporation.
ARTICLE TWO
The address of the registered office of the Corporation in the state of
Delaware is 1209 Orange Street in the city of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.
ARTICLE THREE
The nature of the business or purposes of the Corporation to be
conducted or promoted by it is to engage in any and all lawful acts or
activities for which corporations may be organized under the General Corporation
Law of the state of Delaware.
ARTICLE FOUR
The total number of shares of stock which the Corporation shall have
authority to issue is one thousand (1,000), consisting of one thousand shares of
common stock with a par value of one-tenth of one cent ($0.001) per share
("Common Stock"). Except as otherwise required by applicable law, the holders of
shares of Common Stock shall be entitled to one (1) vote per share with respect
to all matters voted on by the stockholders of the Corporation.
ARTICLE FIVE
The duration of the Corporation shall be perpetual.
ARTICLE SIX
(a) NUMBER OF DIRECTORS
The business and affairs of the Corporation shall be managed by a Board
of Directors which will consist of the number of members specified in the Bylaws
of the Corporation. The exact number of directors shall be fixed from time to
time by the Board of Directors pursuant to a resolution adopted by a majority of
the entire Board of Directors.
(b) INITIAL DIRECTORS
The number of directors constituting the initial Board of Directors is
one (1), and the name and mailing address of the person who is to serve as
director until the first annual meeting of stockholders and until his successor
is elected and qualified, or, if earlier, until such director's death,
resignation or removal as director, is as follows:
Name Address
---- -------
E. Larry Atkins 4400 MacArthur Blvd., Suite 800
Newport Beach, California 92660
(c) WRITTEN BALLOT
Directors of the Corporation need not be elected by written ballot
unless the Bylaws of the Corporation otherwise provide.
(d) VOTE TO ELECT DIRECTORS
At all meetings of the stockholders for the election of directors, a
plurality of the votes cast shall be sufficient to elect any nominee.
ARTICLE SEVEN
The directors of the Corporation shall have the power to adopt, amend
and repeal the Bylaws of the Corporation.
ARTICLE EIGHT
Meetings of the stockholders may be held within or without the state of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept outside the state of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the Bylaws
of the Corporation.
-2-
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
state of Delaware as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE TEN
The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the state of Delaware.
ARTICLE ELEVEN
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed herein and by the laws of the state of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
I, the undersigned, for the purpose of forming the Corporation under the
laws of the state of Delaware, do make, file and record this Certificate of
Incorporation and do certify that this is my act and deed and that the facts
stated herein are true and, accordingly, I do hereunder set my hand on this 3rd
day of September, 1996.
/s/ E. L. KINSLER
------------------------
E. L. Kinsler
1209 Orange Street
Wilmington, DE 19801
-3-
PAGE 1
State of Delaware
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "INSIGHT-SUB CORP.", CHANGING ITS NAME FROM "INSIGHT-SUB CORP." TO
"OPEN MRI, INC.", FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF SEPTEMBER, A.D.
1996, AT 9 O'CLOCK A.M.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION:
2659258 8100 8537274
DATE:
971216720 06-30-97
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/16/l996
960267305 - 2659258
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INSIGHT-SUB CORP.
INSIGHT-SUB CORP., a corporation organized and existing under and by
virtue of the General Corporation Law of the state of Delaware, does hereby
certify:
FIRST: The amendment to the Certificate of Incorporation of InSight-Sub
Corp. set forth in the following resolution was duly approved and adopted by the
written consent of the sole director of InSight-Sub Corp. in accordance with the
provisions of Section 242 of the General Corporation Law of the state of
Delaware; and
SECOND: The amendment to the Certificate of Incorporation of InSight-Sub
Corp. was approved by the written consent of the sole stockholder of InSight-Sub
Corp. in accordance with the provisions of Section 228 of the General
Corporation Law of the state of Delaware;
"ARTICLE ONE: OPEN MRI, INC. is the name of the Corporation."
THIRD: The amendment to the Certificate of Incorporation of InSight-Sub
Corp. was duly adopted in accordance with the provisions of Sections 242 and 228
of the General Corporation Law of the state of Delaware.
IN WITNESS WHEREOF, InSight-Sub Corp. has caused this Certificate to be
signed by its duly authorized officer on this 13th day of September, 1996.
INSIGHT-SUB CORP.
By: /s/ E. LARRY ATKINS
----------------------------------
E. Larry Atkins,President and
Chief Executive Officer