Exhibit 3.39
CERTIFICATE OF INCORPORATION
OF
SYNCOR IMAGING CORPORATION
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts amendatory thereof and supplemental thereto, and known,
identified, and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is Syncor Imaging Corporation.
SECOND: The address, including street, number, city, and
county, of the registered office of the Corporation in the State of Delaware is
1013 Centre Road, Cidty of Wilmington 19805, County of New Castle, and the name
of the registered agent of the Corporation in the State of Delaware at such
address is Corporation Service Company.
THIRD: The purpose of the Corporation shall be to promote any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 100,000. The par value of each of
such shares is $.05. All such shares are of one class and are shares of Common
Stock.
FIFTH: The name and the mailing address of the incorporator
are as follows:
NAME MAILING ADDRESS
Pamela J. Bumham 6464 Canoga Ave.
Woodland Hills, CA 91367-2407
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this 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 this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this Corporation
under 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 this
Corporation under 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 this 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 in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said 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 this Corporation, as the case may be,
and also on this Corporation.
EIGHTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors.
The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws.
The phrase "whole Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors which the Corporation would have if there were no vacancies.
No election of directors need be by written ballot.
2. After the original or other Bylaws of the Corporation
have been adopted, amended, or repealed, as the case may be, in
accordance with the provisions of Section 109 of the General
Corporation Law of the State of Delaware, and, after the Corporation
has received any payment for any of its stock, the power to adopt,
amend, or repeal the Bylaws of the Corporation may be exercised by the
Board of Directors of the Corporation; provided, however, that any
provision for the classification of directors of the Corporation for
staggered terms pursuant to the provisions of subsection (d) of Section
141 of the General Corporation Law of the State of Delaware shall be
set forth in an initial Bylaw or in a Bylaw adopted by the stockholders
entitled to vote of the Corporation unless provisions for such
classification shall be set forth in this certificate of incorporation.
3. Whenever the Corporation shall be authorized to issue
only one class of stock, each outstanding share shall entitle the
holder thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the Corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (p) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is
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otherwise denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of
said class.
NINTH: The personal liability of the directors of the
Corporation is hereby eliminated to the fullest extent permitted by the
provisions of 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.
TENTH: The Corporation shall, to the fullest extent permitted
by the provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on September 5, 1997
/s/ Pamela J. Burnham
- ---------------------------------
Pamela J. Burnham
Incorporator
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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
SYNCOR IMAGING CORPORATION
SYNCOR IMAGING CORPORATION (hereinafter called the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:
1. The name of the corporation is SYNCOR IMAGING CORPORATION;
2. The certificate of incorporation of the Corporation is hereby
amended by striking out Article First thereof and substituting in lieu of said
Article First the following new Article First:
"First: The name of the Corporation is International
Diagnostic Imaging, Inc."
3. The amendment of the certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.
Executed on this 11th day of December, 1997.
/s/ Robert G. Funari
--------------------------
Robert G. Funari
President & CEO
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL DIAGNOSTIC IMAGING, INC.
International Diagnostic Imaging, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
1. The name of the corporation is International Diagnostic
Imaging, Inc. (hereinafter called the "Corporation");
2. The certificate of incorporation of the Corporation is hereby
amended by striking out Article First thereof and substituting in lieu of said
Article First the following new Article First:
"First: The name of the Corporation is Comprehensive Medical
Imaging, Inc."
3. The amendment of the certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.
Executed on this 11th day of December, 1997.
/s/ Haig S. Bagerdjian
---------------------------------
Haig S. Bagerdjian
Secretary
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
COMPREHENSIVE MEDICAL IMAGING, INC.
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
1. The name of the corporation is Comprehensive Medical Imaging,
Inc. (the "Company").
2. Article Fourth of the Certificate of Incorporation of the
Company is amended to read as follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Three Thousand
(3,000) shares of Common Stock, par value $.05 per share."
3. The amendment effected herein was duly authorized by a
Unanimous Written Consent of the Board of Directors of the
Company and by written consent of the sole stockholder of the
Company pursuant to Sections 141, 228 and 242 of the General
Corporation Law of the State of Delaware.
Executed on this 23rd day of March, 1998.
/s/ Nanci K. Carr
----------------------
Nanci K. Carr
Assistant Secretary
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
COMPREHENSIVE MEDICAL IMAGING, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is Comprehensive Medical Imaging, Inc.
2. The registered office of the Corporation with the
State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover
19901, County of Kent.
3. The registered agent of the Corporation within the
State of Delaware is hereby changed to National Registered Agents, Inc., the
business office of which is identical with the registered office of the
corporation as hereby changed.
4. The Corporation has authorized the changes
hereinbefore set forth by resolution of its Board of Directors.
Signed on May 23, 2000
/s/ Wayne K. Baldwin
------------------------------
Wayne K. Baldwin, Secretary &
General Counsel
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
COMPREHENSIVE MEDICAL IMAGING, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"corporation") is:
COMPREHENSIVE MEDICAL IMAGING, INC.
2. The registered office of the corporation within the
State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of
Wilmington 19808, County of New Castle.
3. The registered agent of the corporation within the
State of Delaware is hereby changed to Corporation Service Company, the business
office of which is identical with the registered office of the corporation as
hereby changed.
4. The corporation has authorized the changes
hereinbefore set forth by resolution of its Board of Directors.
Signed on April 7, 2003
/s/ Robin Smith Hoke
---------------------------------------
Name: Robin Smith Hoke
Title: Vice President