Exhibit
3.1
 CERTIFICATE
OF INCORPORATION
  OF
  MERGE
HEALTHCARE INCORPORATED
  ARTICLE
I
 NAME
  The name
of the Corporation is MERGE HEALTHCARE INCORPORATED.
  ARTICLE
II
 ADDRESS OF REGISTERED
AGENT
  The
address of this Corporation’s registered office in the State of Delaware is at
1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle.  The name of its registered agent at such address is The
Corporation Trust Company.
  ARTICLE
III
 PURPOSE;
EXISTENCE
  The
purpose of this Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware (the
“DGCL”).  The
Corporation is to have a perpetual existence.
  ARTICLE
IV
 CAPITAL
STOCK
  The
distinguishing designation of each class of shares, the number of shares of each
class which the Corporation shall have authority to issue, the distinguishing
designation of each series within a class, if any, and the par value
are:
  Class
              Series
                (If Any)
              No. of
                Shares
              Par Value Per ShareCommon
              None
              100,000,000
              $.01Preferred
              None
              1,000,000
              $.01Preferred
              Series
      3 Special Voting Stock
              1
              $.01
   ARTICLE
V
 RELATIVE RIGHTS OF THE
CAPITAL STOCK
  A.  Preferred
Shares.  The preferences, limitations and relative rights of
the Preferred Shares are:
  (1)  The
Preferred Shares may be issued from time to time in one or more
series.  The Board of Directors is hereby authorized, by filing a
Certificate of Amendment to the Corporation’s Certificate of Incorporation,
without a vote of shareholders and in accordance with the DGCL, to fix or alter
from time to time, the designation, powers, preferences and rights of the shares
of each such series, and the qualifications, limitations or restrictions
thereof, including without limitation the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), redemption price or prices, and the liquidation
preferences of any wholly unissued series of Preferred Shares, and to establish
from time to time the designation thereof, or any of them (a “Preferred Share
Amendment”) and to increase or decrease the number of shares of any
series subsequent to the issuance of shares of that series, but not below the
number of shares of such series then outstanding.  In case the number
of shares of any series shall be decreased in accordance with the foregoing
sentence, the shares constituting such decrease shall resume the status that
they had prior to the adoption of the Preferred Share Amendment originally
fixing the number of shares of such series.  No share or shares of any
class or series of Preferred Shares acquired by the Corporation by reason of
redemption, purchase, conversion or otherwise shall be re–issued as part of such
class or series and the Board of Directors is authorized to retire any such
share or shares.  The retirement of any such share or shares shall not
reduce the total authorized number of Preferred Shares.
  The
holders of the Preferred Shares of each series shall be entitled to receive
dividends, when and as declared by the Board of Directors from the funds legally
therefore, as they may be entitled to in accordance with the Preferred Share
Amendment adopted by the Board of Directors providing for the issuance of such
series, payable on such dates as may be fixed in such Amendment.  So
long as there shall be outstanding any Preferred Shares of any series entitled
to cumulative dividends pursuant to any such Preferred Share Amendment providing
for the issue of such series, no dividend, whether in cash or property, shall be
paid or declared, nor shall any distribution be made on the Common Shares nor
shall any Common Shares be purchased, redeemed or otherwise acquired for value
by the Corporation if at the time of making such payment, declaration,
distribution, purchase, redemption or acquisition, the Corporation shall be in
default with respect to any dividend payable on or obligation to maintain a
purchase, retirement or sinking fund with respect to or to redeem shares of
Preferred Shares of any series.  The foregoing provisions of this
Section (A)(1)
shall not, however, apply to a dividend payable in Common Shares or to the
acquisition of Common Shares in exchange for or through the application of the
proceeds of the sale of Common Shares.  Subject to the foregoing and
to any further limitations prescribed in accordance with the provisions of this
Article V, the Board of Directors may declare, out of any funds legally
available therefor, dividends upon the then outstanding Common Shares and the
Preferred Shares of any series shall not be entitled to participate
therein.
  (2)  In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, the holders of the Preferred Shares of each series shall be
entitled to receive, out of the assets of the Corporation available for
distribution to its shareholders before any distribution of assets shall be made
to the holders of the Common Shares, the amount per share, if any, fixed by the
Board of Directors in the Preferred Share Amendment, plus in each case an amount
equal to any cumulative dividends thereon to the date of final distribution to
the holders of the Preferred Shares, and the holders of the Common Shares shall
be entitled, to the exclusion of the holders of the Preferred Shares of any and
all series, to participate ratably in all the assets of the Corporation then
remaining in accordance with their respective rights and
preferences.  If upon any liquidation, dissolution or winding up of
the Corporation the assets available for distribution shall be insufficient to
pay the holders of all outstanding Preferred Shares the full amounts to which
they shall be entitled, the holders of Preferred Shares of all series shall
participate ratably in any distribution of assets according to the respective
amounts which would be payable in respect of the Preferred Shares held by them
upon such distribution if all amounts payable in respect of the Preferred Shares
of all series were paid in full.  Neither the statutory merger nor
consolidation of the Corporation into or with any other corporation, nor the
statutory merger or consolidation of any other corporation into or with the
Corporation, nor a sale, transfer or lease of all or any part of the assets of
the Corporation, shall be deemed to be a liquidation, dissolution or winding up
of the corporation within the meaning of this Section.
  (3)  The
Corporation, at the option of the Board of Directors, may redeem the whole or
any part of the Preferred Shares of any series at the price or prices and on the
terms and conditions provided in the Preferred Share Amendment adopted by the
Board of Directors providing for the issue of such series.
  (4)  Anything
herein or in any Preferred Share Amendment adopted by the Board of Directors
providing for the issue of any series of Preferred Shares contained to the
contrary notwithstanding, the rights of the holders of all classes of shares of
the Corporation in respect of dividends and purchase, retirement or sinking
funds, if any, shall at all times be subject to the power of the Board of
Directors from time to time to set aside such reserves and to make such other
provisions, if any, as the Board of Directors shall deem to be necessary or
advisable for working capital, for expansion of the Corporation’s business
(including the acquisition of real and personal property for the purpose) and
for any other purpose of the Corporation.
  (5)  Except as
otherwise provided by the statutes of the State of Delaware or by the Preferred
Share Amendment adopted by the Board of Directors providing for the issue of any
series of Preferred Shares, the holders of the Preferred Shares shall have no
right to vote.  The holders of the Preferred Shares shall not be
entitled to receive notice of any meeting of shareholders at which they are not
entitled to vote or consent.
  (6)  Except as
otherwise provided by the statutes of the State of Delaware or by the Preferred
Shares Amendment adopted by the Board of Directors providing for the issue of
any series of Preferred Shares, the vote of the holders of all or any portion of
the Preferred Shares, as a class, shall not be required for any action
whatsoever to be taken or authorized by the shareholders of the Corporation,
including any amendment of the Articles of Incorporation.
  B.  Series 3 Special Voting
Stock.  The preferences, limitations and relative rights of the
Preferred Shares, Series 3 Special Voting Stock (“Series 3 Special Voting
Stock”) are:
  (1)  Dividends.  Neither
the holder nor, if different, the owner of the Series 3 Special Voting Stock
shall be entitled to receive dividends in its capacity as holder or owner
thereof.
  (2)  Voting
Rights.  Subject to paragraph 6 hereof, the holder of record of
the Series 3 Special Voting Stock shall be entitled to all of the voting rights,
including the right to vote in person or by proxy, of the Series 3 Special
Voting Stock on any matters, questions, proposals or propositions whatsoever
that may properly come before the shareholders of the Corporation at a meeting
of the shareholders or in connection with a consent of
shareholders.
  (3)  Liquidation
Preference.  Upon any voluntary or involuntary liquidation,
dissolution or winding–up of the Corporation, the holder of the Series 3 Special
Voting Stock shall be entitled to receive out of the assets of the Corporation
available for distribution to the shareholders, an amount equal to $0.01 before
any distribution is made on the common stock of the Corporation or any other
stock ranking junior to the Series 3 Special Voting Stock as to distribution of
assets upon liquidation, dissolution or winding–up.
  (4)  Ranking.  The
Series 3 Special Voting Stock shall, with respect to rights on liquidation,
winding up and dissolution, rank (i) senior to all classes of common stock of
the Corporation and (ii) junior to any other class or series of capital stock of
the Corporation.
  (5)  Redemption.  The
Series 3 Special Voting Stock shall not be subject to redemption, except that at
such time as no exchangeable shares (“Exchangeable Shares”)
of Merge Cedara ExchangeCo Limited (other than Exchangeable Shares owned by the
Corporation and its affiliates) shall be outstanding, and no shares of stock,
debt, options or other agreements which could give rise to the issuance of any
Exchangeable Shares to any person (other than the Corporation and its
affiliates) shall exist, the Series 3 Special Voting Stock shall automatically
be redeemed and canceled, for an amount equal to $0.01 per share due and payable
upon such redemption.  Upon any such redemption or other purchase or
acquisition of the Series 3 Special Voting Stock by the Corporation, the Series
3 Special Voting Stock shall be deemed retired and may not be
reissued.
  (6)  Other
Provisions.  Pursuant to the terms of the certain Voting and
Exchange Trust Agreement to be dated June 1, 2005 by and between Merge Cedara
ExchangeCo Limited, the Corporation and a trust company incorporated under the
laws of Canada, as such agreement may be amended, modified or supplemented from
time to time (the “Trust
Agreement”):
  (a)  During
the term of the Trust Agreement, the Corporation may not, without the consent of
the holders of the Exchangeable Shares (as defined in the Trust Agreement),
issue any shares of its Series 3 Special Voting Stock in addition to the Series
3 Special Voting Stock;
  (b)  the
Series 3 Special Voting Stock entitles the holder of record to a number of votes
at meetings of holders of common shares of the Corporation equal to the number
of Exchangeable Shares outstanding from time to time (other than the
Exchangeable Shares held by the Corporation and its affiliates);
  (c)  the
Trustee (as defined by the Trust Agreement) shall exercise the votes held by the
Series 3 Special Voting Stock pursuant to and in accordance with the Trust
Agreement;
  (d)  the
voting rights attached to the Series 3 Special Voting Stock shall terminate
pursuant to and in accordance with the Trust Agreement; and
  (e)  the
powers, designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitation and restrictions of
such Series 3 Special Voting Stock shall be otherwise provided in the Trust
Agreement.
  ARTICLE
VI
 INCORPORATOR
  The name
and mailing address of the incorporator is:
  Daniel S.
Fuchs
 c/o
McDermott Will & Emery LLP
 227 West
Monroe Street
 Chicago,
Illinois 60606
  ARTICLE
VII
 BY–LAWS
  A.  The Board
of Directors shall have the power to adopt, amend and repeal the By-laws of the
Corporation.  The stockholders entitled to vote in the election of
directors may adopt additional By–laws and may amend or repeal any By–law
adopted by the Board.
  B.  Subject
to the rights of the holders of any class or series of capital stock having a
preference over the Common Stock as to dividends and/or upon liquidation, the
number of directors that shall constitute the entire Board shall not be less
than three (3) nor more than twelve (12), with the actual number of directors to
be determined from time to time by the Board pursuant to duly adopted
resolutions of the Board.
  ARTICLE
VIII
 MEETINGS OF
STOCKHOLDERS
  Meeting
of stockholders shall be held at such place, in or outside the State of
Delaware, as may be designated by or in the manner provided in the By–laws of
the Corporation or, if not so designated, as determined by the
Board.  Elections of directors need not be by written ballot except as
and to the extent required by the By–laws of the Corporation.
  IN
WITNESS WHEREOF, the undersigned has executed this certificate on October 14,
2008.
  /s/ Daniel S.
Fuchs
  Daniel S.
Fuchs
  Sole
Incorporator