EX-3.30 36 v193470_ex3-30.htm
 
 
STATE OF DELWARE
 
SECRETARY OF STATE
 
DIVISION OF CORPORATIONS
 
FILED 05:00 PM 01/07/1998
 
981007537 - 2842537
 
CERTIFICATE OF INCORPORATION
OF
COMMUNITY IMAGING PARTNERS, INC.
 
ARTICLE I
 
The name of this Corporation shall be: COMMUNITY IMAGING PARTNERS, INC.
 
ARTICLE II
 
The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901, County of Kent, and the name of the registered agent at that address is National Registered Agents, Inc.
 
ARTICLE III
 
The purpose of the Corporation 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 Corporation is authorized to issue one class of stock designated “Common Stock.” The total number of shares of Common Stock authorized to be issued is one thousand (1,000) and each such share shall have a par value of $0.001 per share.
 
ARTICLE V
 
The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.
 
ARTICLE VI
 
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of Corporation.
 
ARTICLE VII
 
Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

 
1
 
 
ARTICLE VIII
 
A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his or her duty of loyalty to the Corporation or its Stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit.
 
ARTICLE IX
 
Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as in effect from time to time hereunder), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified.
 
ARTICLE X
 
The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.
 
ARTICLE XI
 
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.
 
ARTICLE XII
 
The name and mailing address of the incorporator of the Corporation is Kate Lane, 2030 Main Street, Suite 1040, Irvine, California 92614.
 
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set her hand this 6th day of January, 1998.

  /s/ Kate Lane
 
Kate Lane, Incorporator

 
2
 

State of Delaware - Division of Corporations
FAX
DOCUMENT FILING SHEET
 
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Priority l
(One hr)
Priority 2
(Two Hr.)
Priority 3
(Same Day)
Priority 4
(24 Hour)
Priority 5
(Must Approval)
Priority 6
(Reg. Approval)
Priority 7
(Reg. Work)
 
DATE SUBMITTED
    
06/01/2004
     
REQUESTOR NAME
  
Corporation Service Company
  
FILE DATE 06/01/2004               
ADDRESS
  
2711 Centerville Road, Suite 400
  
FILE TIME _______________
   
Wilmington, DE 19808
    
ATTN.
  
Micki Shilling
    
PHONE
  
(302)  636-5401 ext.  3146
    

NAME of COMPANY/ENTITY Community Imaging Partners, Inc          
 
040406292
       
2842537
  
9000014
    
   
SRV NUMBER
  
FILE NUMBER
  
FILER’S NUMBER
  
RESERVATION NO.

TYPE OF DOCUMENT
     COA
DOCUMENT CODE
0133

CHANGE of NAME ___________
CHANGE of AGENT/OFFICE     x    
CHANGE OF STOCK _________
       
CORPORATIONS
                               
METHOD of RETURN
FRANCHISE TAX      YEAR_____
$ _________
  
 ________ MESSENGER/PICKUP
FILING FEE TAX
$ _________
  
 ________ FED. EXPRESS Acct. # ________
RECEIVING & INDEXING
$ _________
  
 ________ REGULAR MAIL
CERTIFIED COPIES    NO. ____ 
$ _________ 
    ________ FAX No. ______________
SPECIAL SERVICES 
$ _________
  
 ________ OTHER ________________
KENT COUNTY RECORDER 
$ _________
    
NEW CASTLE COUNTY RECORDER 
$ _________
  
COMMENTS/FILING INSTRUCTIONS
SUSSEX COUNTY RECORDER 
$ _________
    
 TOTAL  
$ _________
    
       
 
CREDIT CARD CHARGES
 
You have my authorization to charge my credit card for this service:
  ____________-___________-___________-___________
Exp. Date _______________                              
Signature  
  
Printed Name  
  
       
     
AGENT USE ONLY
  
INSTRUCTIONS
   
1.
Fully shade in the required Priority  square using a dark pencil or marker, staying within the square.
   
2.
Each request must be submitted as a separate Item, with Its own Filling sheet as the FIRST PAGE.

 
 
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
 
AND OF REGISTERED AGENT
 
OF
 
COMMUNITY IMAGING PARTNERS, INC.
  
It is hereby certified that:
 
1.    The name of the corporation (hereinafter called the “corporation”) is:
 
COMMUNITY IMAGING PARTNERS, INC.
 
2.    The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.
 
3.    The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.
 
4.    The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.
 
Signed on May 25, 2004.

Signature:
Michael L. Silhol
Name: Michael L. Silhol
Title: Senior Vice President and
Secretary

State of Delaware
  
Secretary of State
  
Division of Corporations
DE BC D-: COA CERTIFICATE OF CHANGE 09/00 (#163) 
Delivered 04:03 PM 06/01/2004
  
FILED 03:45 PM 06/01/2004
  
SRV 040406292 - 2842537 FILE