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EXHIBIT 3.31
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/09/1998
981089537 - 2868762
CERTIFICATE OF INCORPORATION
OF
AMERIPATH NY LABS INC.
ARTICLE I.
NAME
The name of the corporation is AMERIPATH NY LABS, INC. (hereinafter called
the "Corporation").
ARTICLE II.
REGISTERED AGENT AND OFFICE
The address of the Corporation's registered office in the State of Delaware
is 1013 Centre Road, City of Wilmington 19805, County of New Castle and the name
of its registered agent at such address is Corporation Service Company.
ARTICLE III.
PURPOSE
The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE IV.
CAPITAL STOCK
The aggregate number of shares of capital stock which the Corporation shall
have the authority to issue is 100 shares of Common Stock, par value $0.01 per
share.
All shares of Common Stock shall be identical and shall entitle the holders
thereof to the same rights and privileges:
A. VOTING RIGHTS. Except as otherwise required by law, all rights to
vote and all voting power shall be vested exclusively in the holders
of the Common Stock.
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B. DIVIDENDS. The holders of the Common Stock shall to entitled to
receive when, as and if declared by the Board of Directors, out of
funds legally available therefor, dividends payable in cash, stock
or otherwise.
C. LIQUIDATING DISTRIBUTIONS. Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, the
remaining net assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock in accordance with their
respective rights and interests.
ARTICLE V.
DIRECTORS
The Corporation's Board of Directors shall consist of not fewer than one
(1) nor more then five (5) directors, and shall initially consist of two (2)
directors. The number of directors within these limits may be increased or
decreased from time to time as provided in the Bylaws of the Corporation. The
names of the initial Directors of the Corporation are as follows:
Robert P. Wynn
James C. New
ARTICLE VI.
BYLAWS
In furtherance and not in limitation of the powers conferred by the laws of
the State of Delaware:
A. The Board of Directors of the Corporation is expressly authorized
to adopt, amend or repeal the Bylaws of the Corporation.
B. Elections of Directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
C. The books of the Corporation may be kept at such place within or
without the State of Delaware as the Bylaws of the Corporation may
provide or as may be designated from time to time by the Board of
Directors of the Corporation.
D. Any action required or permitted to be taken at any meeting of
the Board of Directors, may be taken without meeting only if all of
the Directors consent thereto in writing.
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ARTICLE VII.
LIMITATION OF LIABILITY
No director shall be personally liable to the Corporation or the holders of
shares of capital stock for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the duty of loyalty of such director to
the Corporation or such holders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which such director derives an improper personal benefit. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability of alleged liability of any Director for or with respect to any
acts or omissions of such Director occurring prior to such amendment or repeal.
If the Law .of the Corporation's state of incorporation is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a Director of this Corporation
shall be eliminated or limited to the fullest extent then permitted. No repeal
or modification of this Article VII shall adversely affect any right of or
protection afforded to a Director of the Corporation existing immediately prior
to such repeal or modification.
ARTICLE VIII.
INDEMNIFICATION
This Corporation shall indemnify and may advance expenses to its Officers
and Director to the fullest extent permitted by law in existence either now or
hereafter in effect. Without limiting the generality of the foregoing, the
Bylaws may provide for indemnification and advancement of expenses to the
Corporation's Officers, Directors, employees and agents on such terms and
conditions as the Board of Directors may from time to time deem appropriate or
advisable.
ARTICLE IX.
INCORPORATOR
The name of the incorporator is Keith Wasserstrom and the address of the
incorporator is 515 East Las Olas Boulevard, Suite 1500, Fort Lauderdale,
Florida 33301.
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ARTICLE X.
AMENDMENTS
Except as provided herein, 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 that
Article IX.
IN WITNESS WHEREOF, the undersigned, being the Incorporator named above,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, has signed this Certificate of Incorporation this 9th
day of March, 1998.
/s/ Keith Wasserstrom
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KEITH WASSERSTROM, Incorporator
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/09/1998
981089537 - 2868762
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERIPATH NY LABS, INC.
AMERIPATH NY LABS, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY;
FIRST: That the Board of Directors of said corporation, by unanimous
written consent, adopted the following resolution:
RESOLVED, that the Certificate of Incorporation of the corporation be
amended by changing Article I so that, as amended, said Article shall be
and read as follows:
"ARTICLE I
NAME
The name of the corporation is AmeriPath New York, Inc."
SECOND: That the said amendment has been consented to and authorized
by the holder of all of the issued and outstanding stock entitled to vote
by a written consent given in accordance with the provisions of Section 228
of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF said corporation has caused this Certificate to be
signed by its Secretary this 15th of March, 1999.
/s/ Robert P. Wynn
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Robert P. Wynn, Secretary
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SECOND AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
AMERIPATH NEW YORK, INC.
(Under Section 242 of the General Corporation Law)
Pursuant to the provisions of Section 242 of the General Corporation Law of
the State of Delaware (the "GCL"), AmeriPath New York, Inc. (the "Corporation")
hereby certifies as follows;
FIRST: The Certificate of Incorporation was filed with the Delaware
Secretary of State on March 9, 1998. On March 17, 1999 a First Amendment to the
Certificate of Incorporation of the Corporation was filed with the Delaware
Secretary of State to change the name of Ameripath NY Labs, Inc. to AmeriPath
New York, Inc. (the Certificate of Incorporation of the Corporation, as so
amended, the "Certificate").
SECOND: Article III of the Certificate is hereby amended to change the
purposes of the Corporation to include the power to own and operate a clinical
laboratory pursuant to the New York Public Health Law 575 and to operate an
accredited dermatopathology fellowship training program so that it shell
henceforth read in its entirety as Follows:
"ARTICLE III
PURPOSE
The purposes for which the Corporation is formed is to: (i) own and operate
one or more clinical laboratories pursuant to the New York Public Health
Law Section 575 ET SEQ., (ii) operate an accredited dermatopathology
fellowship training program, and (iii) further to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware, provided, however, that nothing herein shall
authorize the Corporation to; (a) operate or maintain an institution of
higher learning or to grant general degrees, (b) engage in the practice of
the profession of medicine or any other profession required to be licensed
by Title VIII of the New York Education Law except to the extent consistent
with the operation of a clinical laboratory, and (C) provide professional
training required for admission to the profession of medicine or any other
profession subject to licensure under Title VIII of the New York Education
Law."
THIRD: The foregoing amendment to the Certificate was duly by the Board
of Directors and the stockholders of the Corporation in accordance with the
provisions of Section 228 and Section 242 of the GCL.
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IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to the
Certificate of Incorporation to be executed this 10th day of JANUARY 2000, by an
officer thereunto duly authorized.
AMERIPATH NEW YORK, INC.
By:/s/ Robert P. Wynn
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Name: Robert P. Wynn
Title: Executive Vice President
and Secretary