**Exhibit 3.2**

 

**AMENDED AND RESTATED BYLAWS**

 

**OF**

 

**RADIOLOGIX, INC.,**

**a Delaware Corporation**

 

**ARTICLE I**

**OFFICES**

 

Section 1. Registered Office. The registered office shall be at the office of National Registered Agents, Inc. 

 

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board ofDirectors may on an annual basis determine or the business of the corporation may require. 

 

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

 

Section 1. Annual Meeting. An annual meeting of the stockholders forthe election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any otherpurpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. 

 

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of themeeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. 

 

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party toprepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either ata place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time andplace of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. 

Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for anypurpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation of the Corporation, as may be amended or restated (hereinafter, the “Certificate of Incorporation”), shall be called by the President orSecretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may notbe called absent such a request. Such request shall state the purpose or purposes of the proposed meeting. 

 

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II,written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meetingis called, shall be given to each stockholder entitled to vote at such special meeting. 

 

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. 

 

Section 7. Quorum. The holders of a majority of the stock issued andoutstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate ofIncorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power toadjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transactedwhich might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shallbe given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II. 

 

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date asdetermined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof. 

 

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote atany stockholders’ meeting and at any adjournment thereof, and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no 

 

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record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or tovote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Adetermination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

Section 10. Action at Meetings. When a quorum ispresent at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by expressprovision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. 

 

Section 11. Voting and Proxies. Unless otherwise provided in theCertificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be votedon after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support anirrevocable power. 

 

Section 12. Nominations for Board ofDirectors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations,other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for theelection of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunctionwith one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation ofproxies to vote for the nominee: 

 

(a) the name, age,residence, address, and business address of each proposed nominee and of each such person; 

 

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(b) the principal occupation or employment, the name, type of business and address of the corporation orother organization in which such employment is carried on of each proposed nominee and of each such person; 

 

(c) the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

 

(d) a description of any arrangement or understanding of eachproposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party. The presiding officer of the meeting shall have the authority todetermine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded. 

 

Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properlybefore the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by orat the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof inwriting to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting;provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close ofbusiness on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholderproposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’sbooks of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything inthese Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article II. The chairman of the meeting shall, if the factswarrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article II and if it shall be so determined, the chairman of the meeting shall so declarethis to the meeting and such business not properly brought before the meeting shall not be transacted. 

 

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**ARTICLE III**

 

**DIRECTORS**

 

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise allsuch powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. 

 

Section 2. Number; Election; Tenure and Qualification. The managementof the business and conduct of the affairs of the Corporation shall be vested in its Board. The number of directors which shall constitute the whole Board shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. In furtheranceand not in limitation of the Board’s power to manage the business and conduct the affairs of the Corporation, the Board shall have the power, upon the affirmative vote of at least a majority of the Directors then serving, to adopt, amend orrepeal from time to time the Bylaws of the Corporation, subject to the right of the stockholders entitled to vote thereon to adopt, amend or repeal the Bylaws. Notwithstanding the foregoing, the Board shall not have the power to alter, amend orrepeal any Bylaw (or Article of Section thereof) that expressly provides that it cannot be altered, amended or repealed by the Board. 

 

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-createddirectorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for theremainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the mannerprovided by statute. 

 

Section 4. Location of Meetings.The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. 

 

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediatelyfollowing the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held atsuch time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

 

Section 6. Regular Meetings. Regular meetings of theBoard of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time 

 

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to time be determined by the Board of Directors; provided that any director who is absent when such a determination ismade shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law. 

 

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to eachdirector by mail or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directorsunless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived inaccordance with Section 229 of the Delaware General Corporation Law. 

 

Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directorspresent at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of theBoard of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 

 

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws,any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and thewriting or writings are filed with the minutes of proceedings of the Board of Directors or committee. 

 

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors,or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 

 

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, eachcommittee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of thecommittee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member ofthe Board of Directors to act at the meeting in the place of any such absent or disqualified member. 

 

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Section 12. Committee Authority. Any such committee, to the extent provided in the resolution ofthe Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all paperswhich may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchangeof all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimousconsent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare adividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. 

 

Section 13. Committee Minutes. Each committee shall keep regularminutes of its meetings and report the same to the Board of Directors when required. 

 

Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. Thedirectors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall precludeany director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. 

 

Section 15. Resignation. Any director or officer of the corporationmay resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. Theacceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation. 

 

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**ARTICLE IV**

 

**NOTICES**

 

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of theseBylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears onthe records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of thetransfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram. 

 

Section 2. Waiver. Whenever any notice is required to be given underthe provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemedequivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meetingshall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called orconvened. 

 

**ARTICLE V**

 

**OFFICERS**

 

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be aPresident, a Secretary, a Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board anda Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice-Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwiseprovide. 

 

Section 2. Election. The Board of Directors atits first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine. 

 

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Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers andagents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. 

 

Section 4. Compensation. The salaries of all officers of thecorporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation. 

 

Section 5. Tenure. The officers of the corporation shall hold officeuntil their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in anyoffice of the corporation shall be filled by the Board of Directors. 

 

Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. Heor they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at allmeetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law. 

 

Section 7. President. The President shall be the Chief OperatingOfficer of the corporation and the Chief Executive Officer of the corporation unless such titles are assigned to a Chairman of the Board; and in the absence of a Chairman and Vice Chairman of the Board he shall preside as the chairman of meetings ofthe stockholders and the Board of Directors; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or anyVice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereofshall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. 

 

Section 8. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President, if any (or inthe event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when soacting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 

 

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Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and allmeetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shallgive, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shallbe subject. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by thesignature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. 

 

Section 10. Assistant Secretary. The Assistant Secretary, or if therebe more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability orrefusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 

 

Section 11. Treasurer. The Treasurer shall have the custody of thecorporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation insuch depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, President or Chief Operating Officer, taking proper vouchers for suchdisbursements, and shall render to the President, Chief Operating Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial conditionof the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directorsfor the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind inhis possession or under his control belonging to the corporation. 

 

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**ARTICLE VI**

 

**CAPITAL STOCK**

 

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of thecorporation by, the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in thecorporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paidthereon shall be specified. 

 

Section 2. Class or Series.If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or seriesthereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series ofstock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue torepresent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of eachclass of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 

 

Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who hassigned or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were suchofficer, transfer agent or registrar at the date of issue. 

 

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen ordestroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretionand as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give thecorporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 

 

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Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of thecorporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancelthe old certificate and record the transaction upon its books. 

 

Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writingwithout a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawfulaction, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination ofstockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 

 

Section 7. Registered Stockholders. The corporation shall be entitledto recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares andshall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

 

**ARTICLE VII**

 

**GENERAL PROVISIONS**

 

Section 1. Dividends. Dividends upon the capital stock of thecorporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capitalstock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, intheir absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall thinkconducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. 

 

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Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed bysuch officer or officers or such other person or persons as the Board of Directors may from time to time designate. 

 

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. Section 4. Seal. The Board ofDirectors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed oraffixed or reproduced or otherwise. 

 

Section 5. Loans.The Board of Directors of this corporation may, without stockholder approval, authorize loans to, or guaranty obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guaranteesmay be made, any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty orassistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, withoutlimitation, a pledge of shares of stock of the corporation. 

 

**ARTICLE VIII**

 

**INDEMNIFICATION**

 

Section 1. Scope. The corporation shall, to thefullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (includingattorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or wasserving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. 

 

Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminalaction, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if itshall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such

 

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expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance isspecifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation ofcorporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’sduty to the corporation or its stockholders. 

 

Section 3.Liability Offset. The corporation’s obligation to provide indemnification under this Article VIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicableinsurance coverage under a policy maintained by the corporation, the indemnified party or any other person. 

 

Section 4. Continuing Obligation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director ofthe corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing orany action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. 

 

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of anyother rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holdingsuch office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person. 

 

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents ofthe corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of theDelaware General Corporation Law. 

 

Section 7.Definitions. The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended andsupplemented from time to time. 

 

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**ARTICLE IX**

 

**AMENDMENTS**

 

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by theholders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board ofDirectors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repealBylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws. 

 

**ARTICLE X**

 

The Company shall establish and maintain a Physician Advisory Board. The purpose of the Physician Advisory Board shall be to advise the Company’sBoard and management with respect to issues and matters affecting physicians, the Company’s services to physicians and affiliated practices and the enhancement of patient services and satisfaction. The size, scope of activities and the processfor the selection of members of the Physician Advisory Board shall be determined from time-to-time by the Company’s Board. The Physician Advisory Board shall not be qualified or authorized to engage in any activity which may be construed ordeemed to constitute the practice of medicine by the Company. The Chairman of the Physician Advisory Board will provide a written or oral report to the Company’s Board at the request of the Company’s Chairman of the Board. This Article Xshall not be altered, amended or repealed by the Company’s Board of Directors. 

 

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**CERTIFICATE OF SECRETARY**

 

The undersigned certifies: 

 

(1) That the undersigned is the duly elected and acting Secretary of Radiologix, Inc., a Delaware corporation (the “Corporation”); and

 

(2) That the foregoing Amended and Restated Bylaws constitutethe Bylaws of the Corporation as duly adopted by the Action by Written Consent in Lieu of a Meeting by the Board of Directors of American Physician Partners, Inc., dated the 16th day of September, 1997, and as amended by resolution of the Board ofDirectors of Radiologix, Inc., September 12, 2003. 

 

IN WITNESSWHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation as of this 23rd day of July,2004. 

 

/s/ Michael L. Silhol

Michael L. Silhol, Secretary

 

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