Exhibit 3.37
CERTIFICATE OF INCORPORATION
OF
INSIGHT IMAGING SERVICES CORP.
1. Name. The name of the corporation is InSight Imaging Services
Corp. (the "Corporation").
2. Registered Office. The address of the Corporation's registered
office in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington
(New Castle County), Delaware 19801. Corporation Trust Company is the
Corporation's registered agent at that address.
3. Purpose. The purpose of the Corporation is to engage in any
lawful business, act or activity for which corporations may be organized under
the Delaware General Corporation Law.
4. Capitalization. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 1,000 shares,
consisting of:
(i) 100 shares of Preferred Stock, $0.001 par value (the
"Preferred Stock"), and
(ii) 900 shares of Common Stock, $0.001 par value (the
"Common Stock").
5. Preferred Stock. The designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions of the Preferred
Stock are as follows:
(i) The Preferred Stock may be issued from time to time
in one or more series, with such distinctive serial designations as
shall be stated and expressed in the resolution or resolutions
providing for the issue of such shares from time to time adopted by the
Board of Directors; and in such resolution or resolutions providing for
the issue of shares of each particular series, the Board of Directors
is expressly authorized to fix, without limitation: the annual rate or
rates of dividends for the particular series; the dividend payment
dates for the particular series and the date from which dividends on
all shares of such series issued prior to the record date for the first
dividend payment date shall be cumulative; the redemption price or
prices for the particular series; the voting powers for the particular
series; the rights to which the holders of the shares of such series
shall be entitled on the voluntary or involuntary liquidation,
dissolution or winding up of, or upon any distribution of the assets
of, the Corporation, which rights may be different in the case of a
voluntary liquidation, dissolution or winding up than in the case of
such an involuntary event; the rights, if any, of holders of the shares
of the particular series to convert the same into shares of any other
series or class or other securities of the Corporation, with any
provisions for the subsequent
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adjustment of such conversion rights; and to classify or reclassify any
unissued preferred shares by fixing or altering from time to time any
of the foregoing powers, preferences and rights and qualifications,
limitations or restrictions.
(ii) All the Preferred Stock of any one series shall be
identical with each other in all respects, except that shares of any
one series issued at different times may differ as to the dates from
which dividends thereon shall be cumulative; and all shares of
Preferred Stock shall be of equal rank, regardless of series, and shall
be identical in all respects except as to the particulars fixed by the
Board of Directors as hereinabove provided or as fixed herein.
6. Common Stock. The powers, rights and other matters relating to
the Common Stock are as follows:
(i) Subject to the limitations set forth in this Section
6, dividends may be paid on the Common Stock out of any funds legally
available for that purpose, when, as and if declared by the Board of
Directors.
(ii) In the event of any liquidation, dissolution or
winding up of the Corporation, after there shall have been paid to or
set aside for the holders of outstanding shares having superior
liquidation preferences to Common Stock the full preferential amounts
to which they are respectively entitled, the holders of outstanding
shares of Common Stock shall be entitled to receive pro rata, according
to the number of shares held by them, the remaining assets of the
Corporation legally available for distribution to the stockholders.
(iii) At every meeting of the stockholders every holder of
Common Stock shall be entitled to one (1) vote in person or by proxy
for each share of Common Stock standing in his name on the stock
transfer records of the Corporation provided that, if at any time there
is outstanding more than one class of stock, the Corporation may not
effect or consummate (1) any merger or consolidation of the Corporation
with or into any other entity; (2) any sale, lease, exchange or other
disposition of all or substantially all of the assets of the
Corporation to or with any other person; or (3) any dissolution of the
Corporation, unless such transaction is authorized by the holders of
the Common Stock voting separately as a class; provided that the
foregoing shall not apply to any merger or other transaction described
above if the other party to the merger or other transaction is a
Subsidiary of the Corporation. For purposes hereof, a "Subsidiary" is
any person more than 50% of the voting securities of which are owned
directly or indirectly by the Corporation; and a "person" is any
individual, partnership, limited liability company, corporation or
entity.
7. Conduct of Business. The following provisions relate to the
management of the business and the conduct of the affairs of the Corporation and
are not inserted for the purpose of creating, defining, limiting and regulating
the powers of the Corporation and its directors and stockholders:
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(i) By-Laws. The election of officers may be conducted in
any manner the By-Laws provide, and need not be by written ballot.
(ii) Amendment of By-Laws. The Board of Directors shall
have the power to make, alter, amend or repeal the By-Laws of the
Corporation, except to the extent that the By-Laws otherwise provide.
8. Indemnification. The Corporation shall indemnify to the full
extent authorized by law any person made or threatened to be made a party to an
action or proceeding whether criminal, civil, administrative or investigative,
by reason of the fact that he, his testator or intestate is or was a director or
officer of the Corporation or serves or served any other enterprise as a
director or officer at the request of the Corporation or any predecessor of the
Corporation. No director of the Corporation shall be 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) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the director derived an improper personal
benefit.
9. Section 203. The Corporation elects not to be governed by
Section 203 of the Delaware General Corporation Law.
10. Incorporator. The name and address of the sole incorporator is
Bryce Robinson, c/o of InSight Health Corp., 26250 Enterprise Court, Suite 100,
Lake Forest, California 92630.
March 26, 2004 /s/ Bryce Robinson
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Bryce Robinson
Sole Incorporator