CERTIFICATE OF INCORPORATION
of
CPF/METPATH INC.
FIRST, the name of the Corporation is
CPF/MetPath Inc.
SECOND, the address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the Registered Agent at such address is The Corporation Trust
Company.
THIRD, the purpose of the corporation is (i) to own and operate medical,
clinical, industrial and research laboratories, and (ii) to research,
manufacture, design, construct, use, buy, sell, lease, hire and deal in and with
articles and property of all kinds, to render services of all kinds, and (iii)
generally to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH, the total number of shares of all classes of stock which the corporation
shall have authority to issue is 1,000 shares which shall be Common Stock, all
of which shares shall be without par value, and each with a right to one vote.
1
FIFTH, the name and mailing address of the Incorporator is as follows:
Name Mailing Address
Raymond C. Marier 2 West Market Street
Corning, NY 14830
SIXTH, the names and mailing addresses of the persons who are to serve as
directors until the first annual meeting of stockholders of the corporation or
until their successors axe elected and qualify, are as follows:
Name Mailing Address
Raymond C. Marier 2 West Market Street
Corning, NY 14830
Richard A. Michaelson One Malcolm Avenue
Teterboro, NJ 07608
Douglas M. VanOort 2 West Market Street
Corning, NY 14830
SEVENTH, the corporation may indemnify, to the full extent permitted by
applicable law, any person who was or is a party, or is threatened to he made a
party, to any threatened or pending action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or she
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation, as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise. Any indemnification
pursuant to the foregoing shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director or
officer is proper under the circumstances
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because he or she has met any legally applicable standard of conduct. Such
determination may be made (i) be resolution of the Board of Directors adopted in
the manner provided in the By-laws of the corporation, or (ii) if a quorum
consisting of directors or are not parties to such action, suit or proceeding,
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
EIGHTH, any action required or permitted to be taken at any annual or special
meeting of stockholders of the corporation may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the actions so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
are present and voted.
THE UNDERSIGNED, being the sole Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does hereby make this Certificate, declaring and certifying
that this is his act and
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deed and the facts herein stated are true, and accordingly has hereunto set his
hand this 14th day of October, 1991.
/s/ Raymond C. Marier
--------------------------------
Raymond C. Marier
2 West Market Street
Corning, NY 14830
STATE OF NEW YORK )
) s.s.:
COUNTY OF STEUBEN )
BE IT REMEMBERED, that on this 14th day of October, 1991, personally came
before me, a Notary Public in and for the State of New York and the County of
Steuben, Raymond C. Marier, the sole Incorporator named in the foregoing
Certificate of Incorporation, known to me personally to be such, and he
acknowledged the said Certificate to be his act and deed and that the facts
stated therein are truly set forth.
GIVEN under my hand and seal of
office the day and year aforesaid.
/s/ Barbara E. Wellington
-------------------------------------
Barbara E. Wellington
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CPF/METPATH INC.
The undersigned directors of CPF/MetPath Inc., a Delaware Corporation (the
"Corporation"), for purposes of amending the Certificate of Incorporation of the
Corporation filed October 16, 1991, hereby certify as follows:
FIRST, the Certificate of Incorporation is hereby amended such that name of the
Corporation is changed to CPF/Corning Inc.
SECOND, the Corporation has not received any payment for any of its stock.
THIRD, the amendment herein has been duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware to be effective as
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provided therein, and this Certificate is duly executed by a majority of the
directors of the Corporation in accordance with Section 103(a)(2)(ii) of said
General Corporation Law.
/s/ Raymond C. Marier
----------------------
Raymond C. Marier
2 West Market Street
Corning, NY 14830
[Director]
/s/ Douglas M. VanOort
----------------------
Douglas M. VanOort
2 West Market Street
Corning, NY 14830
[Director]
STATE OF NEW YORK )
) S.S.:
COUNTY OF STEUBEN )
Be it remembered that on this 4th day of November, 1991 personally came before
me a Notary Public in and for the State of New York and County of Steuben,
Raymond C. Marier and Douglas M. VanOort named in the foregoing Certificate of
Amendment, known to me personally to be such, and they each acknowledged the
said Certificate to be his act and deed and that the facts stated therein are
truly set forth.
Given under my hand and seal of
office the day and year aforesaid.
/s/ Barbara E. Wellington
---------------------------------------------
Barbara E. Wellington
Notary Public, State of New York
Qualified in Steuben County
No. 4914239
My Commission Expires December 14, 1991
CPF
a:\Amend.
6
STATE OF DELAWARE BK 1221 PG 0535
SECRETARY OF STATE
DIVISION OF CORPORTIONS
FILED 10:30 AM 11/26/1991
721330013 - 2276289
CERTIFICATE OF MERGER
OF
CLINICAL PATHOLOGY FACILITY, INC.,
A PENNSYLVANIA CORPORATION
INTO
CPF/CORNING INC., A DELAWARE CORPORATION
The undersigned corporation DOES HEREBY CERTIFY:
FIRST: That the name and state of Incorporation of each of the constituents of
the Merger is as follows:
NAME STATE OF INCORPORATION
Clinical Pathology Facility, Inc. Pennsylvania
CPF/Corning Inc. Delaware
SECOND: That an Agreement of Merger dated November 11, 1991 between CPF/Corning
Inc., a Delaware corporation and Clinical Pathology Facility, Inc., a
Pennsylvania corporation ("Clinical"), the constituent corporations of
the merger, has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations as follows: In the
case of CPF/Corning Inc., in accordance with the requirements of
Subsection (c) of Section 252 of the Delaware Corporation Law of the
State of Delaware; and in the case of Clinical, in accordance with
Section 1924 of the Associations Code of the Commonwealth of
Pennsylvania.
THIRD: That the name of the surviving corporations of the Merger is hereby
changed from CPF/CORNING INC., a Delaware corporation, to CLINICAL
PATHOLOGY FACILITY, INC., a Delaware corporation.
FOURTH: That the Certificate of Incorporation of CPF/Corning Inc., a Delaware
corporation, shall be the Certificate of Incorporation of the surviving
corporation except that Article First of the Certificate of
Incorporation shall be amended to read in full as follows:
"FIRST, the name of the Corporation is Clinical Pathology Facility,
Inc."
FIFTH: That the executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation, the address
of which is 711 Bingham Street, Pittsburgh, Pennsylvania 15203.
7
SIXTH: That a copy of the executed Agreement and Plan of Merger will be
furnished by the surviving corporation on request and without cost to
any stockholder of either constituent corporation.
SEVENTH: That the authorized capital stock of each foreign [to Delaware]
corporation which is a party to the merger is as follows:
Shares Par
Corporation Class Authorized Value
Clinical Pathology Facility, Inc. Common 600,000 $1 per share
a Pennsylvania corporation
The undersigned officers of the surviving corporation of the merger do sign this
Certificate of Merger pursuant to Section 252(c) of the General Corporation Law
of the State of Delaware.
November 26, 1991 CPF/CORNING INC.
[SEAL] By:/s/ Richard A. Michaelson
----------------------------------
Richard A. Michaelson, President
ATTEST:
/s/ Raymond C. Marier
- ----------------------------
Raymond C. Marier, Secretary
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CERTIFICATE OF MERGER
OF
MEDICAL MANAGEMENT SYSTEMS, INC.
INTO
CLINICAL PATHOLOGY FACILITY, INC.
Pursuant to Section 252 of the General
Corporation Law of the State of Delaware
* * * *
The undersigned hereby certifies that:
1. The name of and state of incorporation of
each of the constituent corporations are as follows:
Name State of Incorporation
MEDICAL MANAGEMENT SYSTEMS, INC. Pennsylvania
CLINICAL PATHOLOGY FACILITY, INC. Delaware
2. An Agreement and Plan of Merger dated as of December 6, 1994 (the
"Merger Agreement") between Medical Management Systems, Inc. and Clinical
Pathology Facility, Inc. has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 252(c) of the General Corporation Law of the State of
Delaware.
3. The name of the surviving corporation is Clinical Pathology
Facility, Inc.
4. The Certificate of Incorporation of Clinical Pathology Facility,
Inc. in effect at the effective time of the merger shall be the Certificate of
Incorporation of the surviving corporation except that Article 1 of the
Certificate of Incorporation of Clinical Pathology Facility, Inc shall be
amended as of the effective time of the Merger to read as follows:
"The name of the Corporation is MetPath (PA) Inc."
5. The surviving corporation is a corporation of the State of Delaware.
6. The executed Merger Agreement is on file at the principal place of
business of the surviving corporation at 711 Bingham Street, Pittsburgh,
Pennsylvania 15213.
7. A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
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8. The authorized capital stock of the Medical Management Systems, Inc.
is 2,000,000 shares of Common Stock, par value $1.00 per share.
9. That the merger shall become effective at 11:59 P.M. on December 31,
1994.
IN WITNESS WHEREOF, this Certificate of Merger has been executed on
this 6th day of December, 1994.
Attest: CLINICAL PATHOLOGY FACILITY, INC.
/s/ Leo C. Farrenkopf, Jr By: /s/ James D. Chambers
- ------------------------- ------------------------
Leo C. Farrenkopf, Jr. James D. Chambers
Secretary Vice President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
MetPath (PA) Inc. a corporation organized and existing under and by virtue of
the General Corporation Law of the state of Delaware,
DOES HEREBY CERTIFY:
FIRST: By unanimous written consent of the Board of Directors,
resolutions were duly adopted setting forth a proposed amendment of Article 1 of
the Certificate of Incorporation of said corporation declaring said amendment to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Board of Directors hereby approves the amendment to
Article 1 of the Company's Certificate of Incorporation to read as follows:
The name of the corporation (which is hereafter referred to as the
"Corporation") is Corning Clinical Laboratories of Pennsylvania Inc.
SECOND: That said amendment was approved by the unanimous written
consent of the sole stockholder of the Corporation in accordance with Section
228 of the General Corporation Law of the state of Delaware.
THIRD: That said amendment was duly adopted in accordance with Section
242 (a)(1) of the Business Corporation Act of the state of Delaware
IN WITNESS WHEREOF, said corporation has used this certificate to be
signed by Raymond C. Marier, its Vice President, and Leo C. Farrenkopf, Jr., its
Secretary this 28th day of December, 1995.
BY: /s/ Raymond C. Marier
---------------------------
Raymond C. Marier
Vice President
ATTEST: /s/ Leo C. Farrenkopf, Jr.
---------------------------
Leo C. Farrenkopf, Jr.
Secretary
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