Attached files

file filename
8-K - FORM 8-K - CHINDEX INTERNATIONAL INCt1401807_8k.htm
EX-2.1 - EXHIBIT 2.1 - CHINDEX INTERNATIONAL INCt1401807_ex2-1.htm
EX-3.2 - EXHIBIT 3.2 - CHINDEX INTERNATIONAL INCt1401807_ex3-2.htm
EX-10.1 - EXHIBIT 10.1 - CHINDEX INTERNATIONAL INCt1401807_ex10-1.htm

 

Exhibit 3.1

 

CERTIFICATE OF INCORPORATION

 

OF

 

CHINDEX INTERNATIONAL, INC.

 

Article One

 

The name of the Company is Chindex International, Inc.

 

Article Two

 

The registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of the registered agent whose office address will be the same as the registered office is The Corporation Trust Company.

 

Article Three

 

The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

 

Article Four

 

The total number of shares of capital stock that the Company has authority to issue is 100 shares, which will be designated Common Stock, par value $1.00 per share.

 

Article Five

 

The name and mailing address of the Incorporator are as follows:

 

Name   Address
     
Michael J. Rimon,   405 Lexington Ave.
Jenkins & Gilchrist Parker Chapin LLP   New York, NY  10174

 

Article Six

 

Unless, and except to the extent that, the Bylaws of the Company (the “Bylaws”) so require, the election of directors need not be by written ballot.

 

Article Seven

 

The board of directors of the Company (the “Board of Directors”) may from time to time adopt, amend or repeal the Bylaws, subject to the power of the stockholders to adopt any Bylaws or to amend or repeal any Bylaws adopted, amended or repealed by the Board of Directors.

 

 
 

 

Article Eight

 

The personal liability of the directors of the Company is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the Delaware General Corporation Law, as the same may be amended and supplemented from time to time.

 

Article Nine

 

The directors shall have powers without the assent or vote of the stockholders to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Company; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

 

Article Ten

 

The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Company which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Company and upon all the stockholders as though it had been approved or ratified by every stockholder of the Company, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

 

Article Eleven

 

In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any bylaws from time to time made by the stockholders; provided, however, that no bylaws so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

 

Article Twelve

 

The Company shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

 

Article Thirteen

 

Section 203 of the General Corporation Law of the State of Delaware shall not apply to the Company.