**EXHIBIT 3.1**
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CHINDEX INTERNATIONAL, INC.
as of October 28, 2004
     The undersigned, a natural person, for the purpose of organizing a corporation for conductingthe business and promoting the purposes hereinafter stated, under the provisions and subject to therequirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the DelawareCode and the acts amendatory thereof and supplemental thereto, and known, identified and referredto as the “General Corporation Law of Delaware”), hereby certifies that:
     FIRST: The name of the Corporation is Chindex International, Inc.
     SECOND: The address of the Corporation’s registered office in the State of Delaware is 30 OldRudnick Lane, Dover, Kent County, Delaware 19901. The name of its registered agent at such addressis Bridge Service Corp.
     THIRD: The nature of the business or purposes to be conducted or promoted is to engage in anylawful act or activity for which corporations may be organized under the General Corporation Law ofDelaware.
     FOURTH: The total number of shares of stock which the Corporation shall have the authority toissue is 14,100,000 shares, consisting of 12,000,000 shares of common stock, par value $.01 pershare, 1,600,000 shares of Class B common stock, par value $.01 per share, and 500,000 shares ofpreferred stock, par value $.01 per share.
     Common Stock 
     Holders of common stock shall have the right to cast one vote for each share held of record,and holders of Class B common stock shall have the right to cast six votes for each share held ofrecord, on all matters submitted to a vote of the stockholders. The common stock and Class Bcommon stock shall vote together as a single class on all matters on which they may vote, includingthe election of directors, except when class voting is required by applicable law.
     Shares of Class B common stock will be automatically converted into an equivalent number offully paid and non-assessable shares of common stock: (i) upon the death of the original recordholder thereof or (ii) upon the sale, assignment, transfer, conveyance, or other disposition,whether voluntary, by operation of law or otherwise, of shares of Class B common stock, other thanthose to the following transferees: (a) the spouse of a holder of shares of Class B common stock;(b) any lineal descendants of a holder of shares of Class B common stock, including adoptedchildren (said descendants, together with the holder of shares of Class B
 

 

common stock and his or her spouse are hereinafter referred to as “Family Members”); (c) atrust for the sole benefit of Family Members of the holder of shares of Class B common stock; (d) apartnership made up exclusively of holders of shares of Class B Common Stock and their FamilyMembers or a corporation wholly owned by holders of shares of Class B common stock and their FamilyMembers, and (e) any other holder of shares of Class B common stock. Each share of Class B commonstock also is convertible at any time at the option of the holder into one fully paid andnon-assessable share of common stock by delivery of written notice by the holder of such shares ofClass B common stock to the Corporation, or its transfer agent, of his election together with thecertificate(s) representing the shares to be converted. Thereupon, the Corporation, or itstransfer agent, as the case may be, shall exchange such certificate(s) for a certificate orcertificates representing an equal number of shares of common stock. Shares of Class B commonstock shall be deemed to have been converted immediately prior to the close of business on the dayon which the Corporation, or its transfer agent, receives such shares for conversion. The personentitled to receive the common stock issuable upon such conversion shall be treated for allpurposes as the record holder of such common stock at such time. Once shares of Class B commonstock are converted into common stock, they will become authorized and unissued shares of Class Bcommon stock.
     Holders of common stock and Class B common stock shall have equal ratable rights to dividendsfrom funds legally available therefor, when, as and if declared by the Board of Directors and areentitled to share ratably, as a single class, in all of the assets of the Corporation available fordistribution to holders of shares of common stock and Class B common stock upon the liquidation,dissolution or winding up of the affairs of the Corporation.
     Preferred Stock
     The Preferred Stock may be issued from time to time in one or more series. The Board ofDirectors is hereby authorized to create and provide for the issuance of shares of Preferred Stockin series and, by filing a certificate (hereinafter referred to as a “Preferred Stock Designation”)pursuant to the General Corporation Law of Delaware, to establish from time to time the number ofshares to be included in each such series, and to fix the designation, power, preferences andrights of the shares of each such series and the qualifications, limitations or restrictionsthereof.
     The authority of the Board of Directors with respect to each series of Preferred Stock shallinclude, but not be limited to, determination of the following:
     •      The designation of the series, which may be by distinguishing number, letter title.
     •      The number of shares of the series, which number the Board of Directors may thereafter(except where otherwise provided in the Preferred Stock Designation) increase or decrease (but notbelow the number of shares thereof then outstanding).
     •      Whether dividends, if any, shall be cumulative or non-cumulative and the dividend rateof the series.
     •      The dates at which dividends, if any, shall be payable.
 

 

     •      The redemption rights and price or prices, if any, for shares of the series.
     •      The terms and amount of any sinking fund provided for the purchase or redemption ofshares of the series.
     •      The amounts payable on, and the preferences, if any, of shares of the series in theevent of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of theCorporation.
     •      Whether the shares of the series shall be convertible into or exchangeable for sharesof any other class or series, or any other security, of the Corporation or any other corporation,and, if so, the specification of such other class or series of such other security, the conversionor exchange price or prices or rate or rates, any adjustments thereof, the date or dates at whichsuch shares shall be convertible or exchangeable and all other terms and conditions upon which suchconversion may be made.
     •      Restrictions on the issuance of shares of the same series or of any other class orseries.
     •      The voting rights, if any, of the holders of shares of the series.
     •      Such other powers, preferences and relative, participating, optional and other specialrights, and the qualifications, limitations and restrictions thereof as the Board of Directorsshall determine. FIFTH: No holder of any of the shares of any class, and no holder of any of theshares of any series of any class, of the Corporation shall have any preemptive rights and, assuch, no holder of any of the shares of any class, and no holder of any of the shares of any seriesof any class, of the Corporation shall be entitled to subscribe for, purchase or otherwise acquireany shares of any class, or shares of any series of any class, of the Corporation which theCorporation proposes to issue or any rights or options which the Corporation proposes to grant forthe purchase of shares of any class, or shares of any series of any class, of the Corporation orfor the purchase of any shares, bonds, securities or obligations of the Corporation which areconvertible into or exchangeable for, or which carry any rights to subscribe for, purchase orotherwise acquire shares of any class, or shares of any series of any class, of the Corporation,and any and all such shares, bonds, securities or obligations of the Corporation, whether now orhereafter authorized or created, may be issued, or may be reissued or transferred if the same havebeen reacquired and have treasury status, and any and all of such rights and options may be grantedby the Board of Directors may determine in its discretion, without first offering the same, or anythereof, to any said holder.
     SIXTH: Except as any provision of the laws of the General Corporation Law of Delaware mayotherwise require, any action required by the laws of the General Corporation Law of Delaware to betaken at any annual or special meeting of stockholders, may be taken without a meeting, withoutprior notice and without a vote, if a consent in writing, setting forth the action so taken, shallbe signed by the holders of outstanding stock having not less than the minimum number of votes thatwould be necessary to authorize or take such action at a meeting at which all shares entitled tovote thereon were present and voted. Prompt notice of the taking of the corporate action without ameeting by less than unanimous written consent shall be given
 

 

to those stockholders who have not consented in writing. Action taken pursuant to thisparagraph shall be subject to the provisions of Section 228 of the General Corporation Law ofDelaware.
     SEVENTH: The Corporation is to have perpetual existence.
     EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the Board ofDirectors is expressly authorized:
     (i) To authorize and cause to be executed mortgages and liens upon the real and personalproperty of the Corporation.
     (ii) To set apart out of any of the funds of the Corporation available for dividends a reserveor reserves for any proper purpose and to abolish any such reserve in the manner in which it wascreated.
     (iii) By a majority of the whole Board of Directors, to designate one or more committees, eachcommittee to consist of one or more of the directors of the Corporation. The Board of Directorsmay designate one or more directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee. The Bylaws may provide that in theabsence or disqualification of a member of a committee, the member or members thereof present atany meeting and not disqualified from voting, whether or not he, she or they constitute a quorum,may unanimously appoint another member of the Board of Directors to act at the meeting in the placeof any such agent or disqualified member. Any such committee, to the extent provided in theresolution of the Board of Directors, or in the Bylaws of the Corporation, shall have and mayexercise all the powers and authority of the Board of Directors in the management of the businessand affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to allpapers which may require it; but no such committee shall have the power or authority in referenceto amending the Certificate of Incorporation, adopting an agreement of merger or consolidation,recommending to the stockholders the sale, lease, or exchange of all or substantially all of theCorporation’s property and assets, recommending to the stockholders a dissolution of theCorporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and,unless the resolution or Bylaws expressly so provide, no such committee shall have the power orauthority to declare a dividend or to authorize the issuance of stock.
     (iv) When and as authorized by the stockholders in accordance with any statute, to sell, leaseor exchange all or substantially all of the property and assets of the Corporation, including itsgoodwill and its corporate franchises, upon such terms and conditions and for such consideration,which may consist in whole or in part of money or property, including shares of stock in, and/orother securities of, any other corporation, as the Board of Directors shall deem expedient and forthe best interests of the Corporation.
     (v) by the affirmative vote of a majority of the whole Board of Directors, and subject to theprovisions of the Corporation’s bylaws, at any regular or special meeting, to adopt, amend orrepeal the Corporation’s bylaws, provided, however, that such power of the Board of Directors
 

 

shall not divest the Corporation’s stockholders of their power to adopt, amend or repeal suchbylaws.
     NINTH: The personal liability of the directors of the Corporation is hereby eliminated to thefullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the GeneralCorporation Law of Delaware, as the same may be amended and supplemented from time to time.
     TENTH: Whenever a compromise or arrangement is proposed between the Corporation and itscreditors or any class of them and/or between the Corporation and its stockholders or any class ofthem, any court or equitable jurisdiction within the State of Delaware may, on the application in asummary way of the Corporation or of any creditor or stockholder thereof, or on the application ofany receiver or receivers appointed for the Corporation under the provisions of Section 291 ofTitle 8 of the Delaware General Corporation Law or on the application of trustees in dissolution orof any receiver or receivers appointed for the Corporation under the provisions of Section 279 ofTitle 8 of the Delaware General Corporation Law, order a meeting of the creditors or class ofcreditors, and/or of the stockholders or class of stockholders of the Corporation, as the case maybe, to be summoned in such manner as the said court directors. If a majority in numberrepresenting three-fourths in value of the creditors or class of creditors, and/or of thestockholders or class of stockholders of the Corporation, as the case may be, agree to anycompromise or arrangement to any reorganization of the Corporation as consequences of suchcompromise or arrangement, the said compromise or arrangement and the said reorganization shall, ifsanctioned by the court to which the said application has been made, be binding on all thecreditors or class of creditors, and/or on all the stockholders or class of stockholders of theCorporation, as the case may be, and also on the Corporation.
     ELEVENTH: Meetings of the stockholders may be held within or without the State of Delaware,as the Bylaws may provide. The books of the Corporation may be kept (subject to any provisioncontained in the statutes) outside the State of Delaware at such place or places as may bedesignated from time to time by the Board of Directors or in the Bylaws of the Corporation.Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall soprovide.
     TWELFTH: The Corporation reserves the right to amend, alter, change, or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafter prescribed bystatute, and all rights conferred upon stockholders herein are granted subject to this reservation.