EX-3.38 46 v193470_ex3-38.htm
CERTIFICATE OF INCORPORATION
OF
MID ROCKLAND IMAGING PARTNERS, INC.
ARTICLE I
The name of this Corporation shall be: Mid Rockland 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, 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 the Corporation.

| STATE OF DELWARE
| SECRETARY OF STATE
| DIVISION OF CORPORATIONS
| FILED 04:00 PM 09/19/1997
| 971314802 - 2798400

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.
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 a may be called by any other person or persons specified in any provision’s 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.
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ARTICLE XII
The name and mailing address of the incorporator of the Corporation is:
Jonathan F. Atzen, Esq.
Brobeck, Phleger & Harrison LLP
4675 MacArthur Court, Suite 1000
Newport Beach, California 92660
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 his hand this 19th day of September, 1997.

| /s/ Jonathan F. Atzen
| Jonathan F. Atzen, Incorporator

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
OF
MID ROCKLAND IMAGING PARTNERS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “corporation”) is:
MID ROCKLAND 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 040406450 - 2798400 FILE |