EXHIBIT 3.19
ARTICLES OF INCORPORATION
OF
MAXUM HEALTH SERVICES OF NORTH TEXAS, INC.
I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator under the Texas Business Corporation Act, do hereby
adopt the following Articles of Incorporation for such corporation.
ARTICLE I
The name of the corporation is MAXUM HEALTH SERVICES OF NORTH TEXAS, INC.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The corporation is organized for the purpose of transacting any and all
lawful business for which corporations may be organized under the Texas Business
Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall have authority
to issue is 1,000 shares of common stock of the par value of $.0l each.
ARTICLE V
No shareholder of the corporation shall have the right of cumulative
voting at any election of directors or upon any other matter.
ARTICLE VI
Shareholders of the corporation shall have no preemptive right to acquire
additional, unissued, or treasury shares of the corporation.
ARTICLE VII
The following provisions are inserted herein for the purpose of
defining, limiting, and regulating the powers of the corporation and of the
directors and of the shareholders, provided, however, that said provisions shall
not be deemed exclusive of any rights or liabilities otherwise granted or
imposed by the laws of the State of Texas:
1. The liability of the directors of the corporation is eliminated to
fullest extent permitted by the provisions of the Texas Business Corporation Act
and by the provisions of the Texas Miscellaneous Corporation Laws Act, as the
same may be amended and supplemented.
2. The corporation shall, to the fullest extent permitted by the
provisions of the Texas Business Corporation Act, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Article from and against any and all of the expenses,
liabilities, or other matters referred to or covered by said Article.
3. With respect to any matter for which the affirmative vote of the
holders of at least a two-thirds portion of the shares entitled to vote is
otherwise required by the Texas Business Corporation Act, the act of the
shareholders on that matter shall be the affirmative vote of the holders of at
least a majority of the shares entitled to vote on that matter, rather than the
affirmative vote otherwise required by the Texas Business Corporation Act. With
respect to any matter for which the affirmative vote of the holders of at least
two-thirds portion of the shares of any class is otherwise required by the Texas
Business Corporation Act, the act of the holders of shares of that class on that
matter shall be the affirmative vote of the holders of at least a majority of
the shares of that class, rather than the affirmative vote of the holders of
shares of that class otherwise required by the Texas Business Corporation Act.
4. Any action required by the Texas Business Corporation Act to be
taken at an annual or special meeting of shareholders, or any action which may
be taken at an annual or special meeting of shareholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder or
holders of shares having not less than the minimum number of votes that would
be necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
ARTICLE VIII
The corporation will not commence business until it has received from the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000), consisting of money, labor done, or property actually received.
ARTICLE IX
The address of the registered office of the corporation is 807 Brazos,
Austin, Texas 78701, and the name of its initial registered agent at such
address is The Prentice-Hall Corporation System, Inc.
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ARTICLE X
The business and affairs of the corporation shall be managed by a board
of directors (the "board of directors") composed of such number of persons as
may be filed by the bylaws of the corporation. Until changed by the bylaws, the
number of directors constituting the board of directors shall be three (3). The
name and address of each person who shall serve as initial directors of the
corporation as follows:
William L. MacKnight 14850 Quorum Drive, Suite 400
Dallas, Texas 75240
Mark A. Solls 14850 Quorum Drive, Suite 400
Dallas, Texas 75240
Glenn. P. Cato 14850 Quorum Drive, Suite 400
Dallas, Texas 75240
ARTICLE XI
The initial bylaws of the corporation shall be adopted by the board of
directors and the power to alter, amend or repeal the bylaws or adopt new
bylaws, subject to repeal or change by action of the shareholders, shall be
vested in the board of directors.
ARTICLE XII
The name and address of the incorporator is Mark A. Solls, 14850 Quorum
Drive, Suite 400, Dallas, Texas 75240.
ARTICLE XIII
From time to time any of the provisions of these Articles of
Incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Texas at the time in force may be added
or inserted in the manner and at the time prescribed by said laws, and all
contracts and rights at any time conferred upon the shareholders of the
corporation by these Articles of Incorporation are granted subject to the
provisions of this Article.
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IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
June, 1992.
/s/ MARK A. SOLLS
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Mark A. Solls, Incorporator
THE STATE OF TEXAS )(
)(
COUNTY OF DALLAS )(
I, the undersigned, a Notary Public, do hereby certify that on this 22nd
the of June, 1992, personally appeared before me Mark A. Solls, who, being by me
first duly sworn, declared that he is the person who signed the foregoing
document as incorporator, and that the statements contained therein are true.
JANET L. IOTT /s/ JANET L. IOTT
Notary Public, State of Texas ----------------------------
My Commission Expires 8-21 93 Janet L. Iott, Notary Public
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