ARTICLES OF INCORPORATION
OF
DIAGNOSTIC REFERENCE SERVICES, INC.
FIRST: The undersigned, DAVID B. RUDOW, whose post office address is
600 Mercantile Bank & Trust Bldg., 2 Hopkins Plaza, Baltimore, Maryland 21201, a
resident of the State of Maryland, over eighteen (18) years of age, does hereby
constitute himself an incorporator with the purpose of forming a corporation
under and by virtue of the General Laws of the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called the
"Corporation") is
"DIAGNOSTIC REFERENCE SERVICES, INC."
THIRD: The purposes for which the Corporation is formed are as
follows:
(a) To engage in the business of operating a medical
laboratory or laboratories and to engage generally in the
business of the operation of medical laboratories.
(b) To acquire by purchase or otherwise, own, hold, buy,
sell, convey, lease, mortgage, or encumber real estate or
other property, personal or mixed.
(c) To take, own, yield income, mortgage or otherwise give
liens against, and to lease, sell, exchange, transfer or
in any manner whatsoever to dispose of real property
within or without the State of Maryland wherever situate.
(d) To purchase, acquire, hold, improve, sell, convey,
assign, release, mortgage, encumber, lease, hire and deal
in real and personal property of every name and nature,
including stocks and securities of other corporations,
and to loan money and take securities for the payments of
all sums due the
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Corporation, and to sell, assign and release such
securities.
(e) To purchase, acquire, apply for, register, secure, hold,
own, sell, or otherwise obtain and dispose of any and all
copyrights, trade names and distinctive marks.
(f) To carry on any other business in connection with the
foregoing, whether owning, operating and managing real
estate or otherwise.
(g) To borrow money, make and issue bonds payable to bearer
or otherwise, and to secure the same by mortgage, deed of
trust or otherwise, to sell or pledge any and all
securities or evidence of debt owned by the Corporation,
and to carry on such business and to deal with the
property by law as may seem to be calculated, directly or
indirectly, to promote the objects or purposes.
(h) To acquire by purchase, lease or otherwise, the property,
rights, business good will, franchises and assets of
every kind of any corporation, association, firm or
individual, in whole or in part, and to operate the same,
and to undertake, guarantee, assume the indebtedness and
liabilities thereof, and to pay for any property, rights,
business, good will, franchises and assets so acquired in
the stock, bonds or other securities of the Corporation
or otherwise.
(i) To carry on any other business which may seem to the
Corporation to be calculated directly or indirectly to
effectuate the aforesaid objects, or any of them, to
facilitate it in the transaction of its aforesaid
businesses, or any part thereof, or in the transaction of
any other business that may be calculated directly or
indirectly to so enhance the value of its property and
directly or otherwise of its right; and to have and
exercise all powers conferred by the General Laws of the
State of Maryland and the Corporations and Associations
Article of the
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Annotated Code of Maryland, upon corporations formed
thereunder, and to exercise and enjoy all powers, rights
and privileges granted to or conferred upon corporations
of this character by said General Laws and said
Corporations and Associations Article, now or hereafter
in force; the enumeration of certain powers, as herein
specified, not being intended to exclude any such other
powers, rights and privileges.
(j) To have one or more offices and places of business and to
carry on all or any of its operations and businesses, and
without restrictions or limits, as to amount or number,
in any of the States, Districts, Territories or Colonies
of the United States, and in any and all foreign
countries, subject to the laws of such State, District,
Territory, Colony or Country.
The foregoing clauses shall be construed both as objects and powers and
shall be deemed to be cumulative and none of them shall be deemed as restricting
or limiting the other, nor shall the foregoing enumeration of specific powers be
deemed in any way to limit or restrict in any manner the general powers
hereinbefore enumerated or the general powers of the Corporation and the
enjoyment thereof as conferred by law.
FOURTH: The post office address of the principal office of the
Corporation is 1901 Sulphur Spring Road, Baltimore, Maryland 21227. The name and
post office address of the Resident Agent of the Corporation in this State is
David B. Rudow, 600 Mercantile Bank & Trust Building, 2 Hopkins Plaza,
Baltimore, Maryland 21201, an individual actually residing in this State.
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FIFTH: The total number of shares of stock which the Corporation has
authority to issue is one thousand (1,000) shares of common stock, all of one
class, with no nominal or par value.
SIXTH: The number of Directors of the Corporation shall be two (2),
which number may be increased or decreased pursuant to the By-Laws of the
Corporation, provided that any such increase or decrease in the number of
Directors shall conform with the requirements of the laws of the State of
Maryland. The names of the Directors who shall act until the first annual
meeting of Stockholders or until their successors are duly chosen and qualify
are: Selvin Passen, M.D. and Jacob M. Schorr, Ph.D.
SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
Directors and Stockholders:
(a) The Board of Directors of the Corporation is hereby
empowered to authorize, from time to time, the issuance
of shares of the Common Stock of the Corporation, of no
par value for such consideration as the Board of
Directors may deem advisable, provided that when the
consideration is other than money, the Board of Directors
shall state by resolution its opinion of the actual value
thereof. The Board of Directors shall have full power and
authority to determine, from time to time, what part of
the consideration received upon the issue of Common
Stock, without par value, shall constitute capital and
what part surplus.
(b) Agreements may be entered into by any Stockholder or
Stockholders giving to the Corporation or to any other
Stockholder or Stockholders an option to purchase the
stockholdings of such Stockholder or Stockholders, and
binding such Stockholder or Stockholders, his or their
heirs, executors,
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administrators and assigns, and the shares of stock of
such person or persons shall, thereupon, be subject to
such agreement and transferable only upon proof of
compliance therewith; provided, however, such agreement
be filed with the Corporation, and reference thereto be
placed upon the Certificates of Stock.
(c) The Board of Directors shall have the power, from time to
time, to fix, determine and vary the amount of working
capital of the Corporation and to determine what part of
the surplus and retained earnings of the Corporation, if
any, or of the net profits of the Corporation, if any,
shall be declared as dividends and paid in cash, in kind
or in any combination thereof, to the Stockholders.
EIGHTH: To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of directors and officers, no director
or officer of the Corporation shall be liable to the Corporation or its
stockholders for money damages. Neither the amendment nor repeal of this
Article, nor the adoption or amendment of any other provision of the Charter or
By-Laws inconsistent with this Article, shall apply to or affect in any respect
the applicability of the preceding sentence with respect to any act or failure
to act which occurred prior to such amendment, repeal or adoption.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation this
16th day of February, 1993, and I acknowledge the same to be my act.
WITNESS:
/s/ William Galvin /s/ David B. Rudow (SEAL)
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David B. Rudow