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EXHIBIT 3.35
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/26/1996
960280560 - 2667416
CERTIFICATE OF INCORPORATION
OF
AMERIPATH OHIO, INC.
ARTICLE I
The name of the corporation is AMERIPATH OHIO, INC., hereinafter called the
"Corporation").
ARTICLE II
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
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
The capital stock authorized, the par value thereof, and the
characteristics of such stock shall be as follows:
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<Caption>
NUMBER OF SHARES PAR VALUE CLASS OF
AUTHORIZED PER SHARE STOCK
---------------- --------- --------
1,000 $ .01 Common
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ARTICLE V
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.
ARTICLE VI
The Corporation's Board of Directors (the "Board") shall consist of not
fewer than one (1) nor more than 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
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as provided in the By-laws of the Corporation. The names of the initial
directors of the Corporation are as follows:
JAMES C. NEW
ROBERT P. WYNN
ARTICLE VII
No director of the Corporation shall be liable to the Corporation or Its
stockholders for monetary damages for breach of fiduciary duly as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
$174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. It is the intent that
this provision be Interpreted to provide the maximum protection against
liability afforded to directors under the Delaware General Corporation Law in
existence either now or hereafter.
ARTICLE VIII
This Corporation shall Indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent permitted by law in existence
either now or hereafter.
ARTICLE IX
The directors of the Corporation shall have the power to adopt, amend or
repeal the bylaws of the Corporation.
IN WITNESS WHEREOF, the undersigned, being the Incorporate 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 26th
day of September, 1996.
/s/ Keith Wasserstrom
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KEITH WASSERSTROM, Incorporator
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