EXHIBIT 3.13
CERTIFICATE OF INCORPORATION
OF
RADIOSURGERY CENTERS, INC.
THE UNDERSIGNED, a natural person, for the purpose of forming a
corporation pursuant to the laws of the State of Delaware, does hereby adopt the
following Certificate of Incorporation for such corporation.
FIRST: The name of the corporation is Radiosurgery Centers, Inc.
SECOND: The registered office and the registered agent of the
corporation is as follows:
Name Address
- ---- -------
The Prentice-Hall Corporation 32 Loockerman Square
System, Inc. Suite L-100
Dover, Delaware 19901
Kent County
THIRD: The purpose for which the Corporation is organized is to conduct
any lawful business, to promote any lawful purpose, and to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The Corporation shall be authorized to issue one class of stock
called Common Stock. The total number of shares of Common Stock that the
Corporation shall have the authority to issue is one hundred (100) having a par
value of one cent ($0.01) per share. All or any part of such shares may be
issued by the Corporation from time to time, as may be determined by the Board
of Directors, as provided by law.
FIFTH: The name and mailing address of the Incorporator is:
Name Address
- ---- -------
Anna C. Mastroianni Green, Stewart & Farber, P.C.
2600 Virginia Avenue, N.W.
Suite 1111
Washington, D.C. 20037
SIXTH: The name and mailing address of the persons who are to serve as
directors until the first annual meeting of stockholders or until their
successors are elected and shall qualify are:
Name Address
- ---- -------
E. Larry Atkins American Health Services Corp.
4440 Von Karman Avenue
Suite 320
Newport Beach, CA 92660
Thomas V. Croal American Health Services Corp.
4440 Von Karman Avenue
Suite 320
Newport Beach, CA 92660
SEVENTH: The Board of Directors shall have the right to adopt, amend or
repeal bylaws, subject to the power of the shareholders to change such action.
EIGHTH: A director of the Corporation shall not 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) the unlawful payment of dividends or unlawful stock
purchases or redemptions pursuant to 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 amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of this Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
IN WITNESS WHEREOF, the undersigned, as the Incorporator, has executed
the foregoing Certificate of Incorporation as of this 10th day of April, 1992.
/s/ ANNA MASTROIANNI
--------------------------------
Anna C. Mastroianni
Incorporator
-2-
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 7/09/1992
921925089 - 2294342
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
Radiosurgery Centers, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation
is in the county of Kent.
The Board of Directors of Radiosurgery Centers, Inc. adopted the
following resolution on the l9th day of June, 1992 -By
Unanimous
Written
Consent
Resolved, that the registered office of Radiosurgery Centers,
Inc. in the state of Delaware be and it hereby is changed to Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of
New Castle, and the authorization of the present registered agent of
this corporation be and the same is hereby withdrawn, and THE
CORPORATION TRUST COMPANY, shall be and is hereby constituted and
appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, Radiosurgery Centers, Inc. has caused this
statement to be signed by E. Larry Atkins, its President and attested by
Thomas V. Croal, its Secretary this 19th day of June, 1992
By /s/ E. LARRY ATKINS
-----------------------------------------
President
ATTEST:
By /s/ THOMAS V. CROAL
---------------------
Secretary