EXHIBIT 3.4
CERTIFICATE OF INCORPORATION
OF
AERIES HEALTHCARE CORPORATION
This is to certify that, there is hereby organized a corporation under
and by virtue of the General Corporation Law of the State of Delaware:
ARTICLE I
CORPORATE NAME
The name of the corporation is Aeries Healthcare Corporation (the
"Corporation").
ARTICLE II
PURPOSE OF CORPORATION
The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
ARTICLE III
CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall
have authority to issue is Two Thousand Five Hundred (2,500) shares of Common
Stock, par value $.01 per share.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, and the Corporation's registered agent at such
address is The Corporation Trust Company.
ARTICLE V
NAME AND ADDRESS OF INCORPORATOR
The name and address of the incorporator of the Corporation is:
NAME ADDRESS
---- -------
Paul T. Colella P.O. Box 190
125 Half Mile Road
Middleton, New Jersey 07748
ARTICLE VI
BOARD OF DIRECTORS
The initial Board of Directors of the Corporation shall consist of one
(1) director and the name and address of the person who is to serve as the
initial director until his successor is elected and qualifies is set forth
below:
NAME ADDRESS
---- -------
Mark R. Russell 1763 East Route 70
Cherry Hill, New Jersey 08003
The election and term of office of all directors of the Corporation
subsequent to the election and term of the initial director shall be determined
in accordance with the By-laws of the Corporation.
ARTICLE VII
ELECTION OF DIRECTORS
Unless and except to the extent that the By-laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.
ARTICLE VIII
AMENDMENT OF BY-LAWS
The Board of Directors of the Corporation shall have the power to
adopt, amend or repeal the By-laws.
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ARTICLE IX
LIMITATION ON DIRECTORS' LIABILITY
No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for 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) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article IX shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
ARTICLE X
RESERVATION OF POWER TO AMEND CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this Certificate of
Incorporation this 9th day of September, 1999.
WITNESS:
/s/ Caroline D. Jacobsen /s/ Paul T. Colella
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CAROLINE D. JACOBSEN PAUL T. COLELLA
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