EXHIBIT 3.28
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
NEUROINFORMATICS SOLUTIONS, INC.
NeuroInformatics Solutions, Inc., a Delaware corporation, organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is NEUROINFORMATICS SOLUTIONS, INC.
SECOND: The date on which the Certificate of Incorporation was
originally filed with the Secretary of State of the State of Delaware is
September 23, 1999, under the name NeuroInformatics Solutions, Inc.
THIRD: This Certificate of Amendment amends certain provisions of the
Certificate of Incorporation of the Corporation and has been duly adopted by the
Board of Directors in accordance with the provisions of Sections 141 and 242 of
the General Corporation Law of the State of Delaware, and further adopted in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware by the sole stockholder of the
Corporation.
FOURTH: Article I. of the Certificate of Incorporation shall be amended
to read in its entirety as follows:
"I.
The name of the Corporation is InfoScriber Corporation."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by a duly authorized officer of the Corporation.
NEUROINFORMATICS SOLUTIONS, INC.,
a Delaware corporation
By: /s/ Fred D. Furman
--------------------------------
Fred D. Furman, President
Dated: December 9, 1999
/s/ Susan D. Erskine
- ---------------------------------
Susan D. Erskine, Secretary
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 12/15/1999
991540403 - 3101386
STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
A STOCK CORPORATION
First: The name of the Corporation is NeuroInformatics Solutions,
Inc.
Second: Its registered office in the State of Delaware is to be
located at 1209 Orange Street, Wilmington, New Castle
County, Delaware, 19801. The registered agent in charge
thereof is The Corporation Trust Company.
Third: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
Fourth: The amount of the total authorized capital stock of this
corporation is One Hundred Thousand Dollars ($100,000.00)
divided into 10,000,000 shares of one hundredth of a
dollar ($.01) each.
Fifth: The name and mailing address of the incorporator are as
follows:
Fred D. Furman, Esq.
501 Washington Street, 5th Floor
San Diego, California 92103
I, The Undersigned, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, a file and record this Certificate, and
do so certify that the facts herein stated are true, and I have accordingly
hereunto set my hand this twenty-third day of September, A.D. 1999.
BY: /s/ Fred D. Furman
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Incorporator
NAME: /s/ Fred D. Furman
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Print
ADDRESS: 501 Washington St., 5th
--------------------------------
Floor, San Diego, CA 92103
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SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 12/15/1999
991540403 - 3101386