EX-3.46 54 v193470_ex3-46.htm
ARTICLES OF INCORPORATION
OF
QUESTAR IMAGING, INC.
ARTICLE I - NAME
The name of this Corporation in:
Questar Imaging, Inc.
ARTICLE II - PURPOSE
The Corporation is formed for the purpose of operating and transacting any and all lawful business.
ARTICLE III - CAPITAL STOCK
The Corporation is authorized to issue 7,000 shares of $1.00 par value common stock, which shall be designated “Common Shares”.
Authorized capital stock may be paid for in cash, services, or property, at a just value to be fixed by the Board of Directors of this Corporation at any regular or special meeting.
ARTICLE IV - PREEMPTIVE RIGHTS
Every shareholder, upon the sale for cash of any new stock of this Corporation of the same kind, class or series as that which he already holds, shall have the right to purchase his pro rata share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to others.
ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial principal office of this Corporation is 6801 Adamo Drive, Tampa, FL 33619, and the name and address of the initial registered agent of this Corporation is Joseph J. Clauer, 6801 Adamo Drive, Tampa, FL 33619.

ARTICLE VI - INITIAL BOARD OF DIRECTORS
This Corporation shall have 3 Directors(s) initially. The number of Directors may be either increased or diminished from time to time by the bylaws but shall never be less than one. The name and address of the initial Director(s) of this Corporation is/are:
Paul M. Stanley, Tampa, FL
Thomas R. Newkirk, Tampa, FL
Joseph J. Clauer, Tampa, FL
ARTICLE VII - INCORPORATION
The name and address of the person signing these Articles is:
Joseph J. Clauer
6801 Adamo Drive
Tampa, FL 33619
ARTICLE VIII - BYLAWS
The power to adopt, alter, amend or repeal bylaws shall be vested in the Board of Directors and the Shareholders. Every Amendment shall be approved by the Board of Directors, proposed by them to the Shareholders, and approved at a Shareholder's meeting by a majority of the stock entitled to vote thereon, unless all Directors and all the Shareholders sign a written statement manifesting their intention that a certain Amendment of these Articles of incorporation be made.
ARTICLE XI - CALLING OF SPECIAL MEETING
Special meetings of shareholders may be called by the President, the Secretary, a majority of the Shareholders, the Board of Directors of this Corporation or a designee of any of the same.
ARTICLE X - REMOVAL OF DIRECTORS
The shareholders of this Corporation shall be entitled to remove any Director from office with or without cause during his term.
ARTICLE XI – INDEMNIFICATION
The Corporation shall indemnify any officer or Director, or any former officer or Director, to the full extent permitted by law.

ARTICLE XII – APPROVAL OF SHAREHOLDERS
REQUIRED FOR MERGER
The approval of the Shareholders of this Corporation to any plan of merger shall be required in every case, whether or not such Approval is required by law.
ARTICLE XIII – AMENDMENT
This Corporation reserves the right to amend or appeal any provisions contained in these Articles of Incorporation, or any Amendment thereto, and any right conferred upon the Shareholders is subject to this reservation.
ARTICLE XIV - MISCELLANEOUS PROVISIONS
It is the intention of the Incorporation of this Corporation that the first Board of Directors adopt a Plan under section 1244 of the Internal Revenue Code allowing a limited ordinary loss to individuals for loss on stock of a Small Business Corporation which qualifies under the Code.
IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles of incorporation this 16th day of May, 1995.

| /s/ Joseph J. Clauer
| Joseph J. Clauer
| Subscriber

STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
Before me, the undersigned authority, personally appeared Joseph J. Clauer, known to me to be the person who executed the foregoing Articles of Incorporation, and she/he acknowledge before me that she/he executed these Articles of Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the State and County aforesaid, this 17th day of May 1995.

| /s/ Donna R. Ortelt
| Donna R. Ortelt
| NOTARY PUBLIC

ACKNOWLEDGEMENT OF RESIDENT AGENT
Having been named to accept service of process for ______ Questar Imaging, Inc., at the place designated in this Certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of said Act relative to keeping open said office.

| /s/ Joseph J. Clauer
| Joseph J. Clauer
| Resident Agent