CERTIFICATE OF INCORPORATION
OF
MEDICAL CAPITAL MANAGEMENT, INC.
ARTICLE I
The name of the Corporation is Medical Capital Management, Inc.
ARTICLE II
The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of
New Castle, State of Delaware 19801. The name of the Corporation's registered
agent in the State of Delaware at such address is The Corporation Trust Company.
ARTICLE III
The nature of the business of the Corporation and the purposes for which it
is organized are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
The total number of shares of all classes of capital stock that the
Corporation shall have authority to issue is 20,000 (twenty thousand) shares,
consisting of 10,000 (ten thousand) shares of common stock, having a par value
of $.01 per share (the "Common Stock") and 10,000 (ten thousand) shares of
preferred stock, having a par value of $.01 per share (the "Preferred Stock").
Authority is hereby expressly granted to the Board of Directors of the
Corporation to authorize the issuance of one or more series of Preferred Stock,
and with respect to each such series to fix by resolution or resolutions
providing for the issuance of such series, the number of shares of such series,
the voting powers, designations, preferences and relative, participating,
optional or other special rights, and the qualifications, designations,
limitations or restrictions thereof, including without limitation the dividend
rights, dividend rate, terms of redemption (including sinking fund provisions),
redemption price or prices, conversion rights, transfer and ownership
restrictions and liquidations preferences, that are permitted by the General
Corporation Law of Delaware in respect of any class or classes of stock or any
series of any class of stock of the Corporation, without further action or vote
by the Corporation's stockholders; provided, however, that notwithstanding the
foregoing, any series of Preferred Stock issued pursuant to the authority
granted herein may be voting or non-voting, provided that the voting rights of
any voting shares of Preferred Stock shall be limited to no more than one vote
per share on matters voted upon by the holders of such series.
ARTICLE V
The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors. The number of directors of the
Corporation shall be fixed from time to time in the manner provided in the
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bylaws of the Corporation and may be increased or decreased from time to time in
the manner provided in the bylaws of the Corporation. Election of directors need
not be by written ballot except and to the extent 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 adopt, alter, amend or repeal
the bylaws of the Corporation, but such authorization shall not divest the
stockholders of the power, nor limit their power, to adopt, amend or repeal
bylaws.
ARTICLE VII
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as the
same exists or may hereafter be amended. Any repeal or modification of this
Article VII shall not adversely affect any right or protection of a director of
the Corporation under this Article VII, as in effect immediately prior to such
repeal or modification, with respect to any liability that would have accrued,
but for this Article VII, prior to such repeal or modification.
ARTICLE VIII
The Corporation shall, to the fullest extent permitted by Delaware law as
in effect from time to time, indemnify any person against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation or, while serving as a director or
officer of the Corporation, he is or was serving at the request of the
Corporation as a director, officer, partner or trustee of, or in any similar
managerial or fiduciary position of, or as an employee or agent of, another
corporation, partnership, joint venture, trust, association, or other entity.
Expenses (including attorneys' fees) incurred in defending an action, suit, or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit, or proceeding to the full extent and under the circumstances
permitted by Delaware law. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, fiduciary,
or agent of the Corporation against any liability asserted against and incurred
by such person in any such capacity or arising out of such person's position,
whether or not the Corporation would have the power to indemnify against such
liability under the provisions of this Article VIII. The indemnification
provided by this Article VIII shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under this certificate of
incorporation, any bylaw, agreement, vote of stockholders or disinterested
directors, statute, or otherwise, and shall inure to the benefit of their heirs,
executors, and administrators. The provisions of this Article VIII shall not be
deemed to preclude the Corporation from indemnifying other persons from similar
or other expenses and liabilities as the Board of Directors or the stockholders
may determine in a specific instance or by resolution of general application.
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ARTICLE IX
The Corporation shall have authority, to the fullest extent now or
hereafter permitted by the Delaware General Corporation Law of the State of
Delaware, or by any other applicable law, to enter into any contract or
transaction with one or more of its directors or officers, or with any
corporation, partnership, joint venture, trust, association, or other entity in
which one or more of its directors or officers are directors or officers, or
have a financial interest, notwithstanding such relationships and
notwithstanding the fact that the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction.
ARTICLE X
The name and mailing address of the incorporator are:
Robert J. Ahrenholz Esq.
Kutak Rock
717 Seventeenth Street, Suite 2900
Denver, Colorado 80202
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Incorporation on this 4th day of August, 2000.
/s/ Robert J. Ahrenholz
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Robert J. Ahrenholz, Incorporator
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