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CERTIFICATE OF INCORPORATION
OF
UNITED SURGICAL PARTNERS HOLDINGS, INC.
FIRST: The name of the corporation is United Surgical Partners Holdings,
Inc.
SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in
New Castle County, Delaware. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for
which corporations may be organized under the Delaware General Corporation
Law.
FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is One Thousand (1,000) shares of
Common Stock of the par value of One Cent ($.01) per share.
FIFTH: The name of the incorporator is Jarod T. Moss and his mailing
address is c/o Vinson & Elkins L.L.P., 3700 Trammell Crow Center, 2001 Ross
Avenue, Dallas, Texas 75201.
SIXTH: The names and mailing address of the sole director, who shall
serve until the first annual meeting of stockholders or until his successor
is elected and qualified, is as follows:
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Name Address
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Donald E. Steen 17103 Preston Road, Suite 200 North
Dallas, Texas 75248
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The number of directors of the corporation shall be as specified in, or
determined in the manner provided in, the bylaws of the corporation.
Election of directors need not be by written ballot.
SEVENTH: In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to
adopt, amend or repeal the bylaws of the corporation.
EIGHTH: Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a
summary way of the corporation or of any creditor or stockholder thereof or
on the application of any receiver or receivers appointed for the corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the corporation under the provisions of Section 279 of
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Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value
of the creditors or class of creditors, and/or of the stockholders or class
of stockholders of the corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of the corporation as a
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders,
of the corporation, as the case may be, and also on the corporation.
NINTH: No director of the corporation shall be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's 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 law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. In addition to the circumstances in which a director of
the corporation is not personally liable as set forth in the preceding
sentence, a director of the corporation shall not be liable to the fullest
extent permitted by any amendment to the Delaware General Corporation Law
hereafter enacted that further limits the liability of a director.
TENTH: The corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by
reason of the fact that he or she (i) is or was a director or officer of the
corporation or (ii) while a director or officer of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the Delaware General Corporation Law, as the
same exists or may hereafter be amended. Such right shall be a contract
right and as such shall inure to the benefit of any director or officer who
is elected and accepts the position of director or officer of the corporation
or elects to continue to serve as a director or officer of the corporation
while this Article Tenth is in effect. Any repeal or amendment of this
Article Tenth shall be prospective only and shall not limit the rights of any
such director or officer or the obligations of the corporation with respect
to any claim arising from or related to the services of such director or
officer in any of the foregoing capacities prior to any such repeal or
amendment to this Article Tenth. Such right shall include the right to be
paid by the corporation expenses (including without limitation attorneys'
fees) actually and reasonably incurred by him in defending any such
proceeding in advance of its final disposition to the maximum extent
permitted under the Delaware General Corporation Law, as the same exists or
may hereafter be amended. If a claim for indemnification or advancement of
expenses hereunder is not paid in full by the corporation within sixty (60)
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim, and if successful in whole or in part, the
claimant shall also be entitled to be paid the expenses of prosecuting such
claim. It shall be a defense to any such action that such indemnification or
advancement of costs of defense is not permitted under the Delaware General
Corporation Law, but the burden of proving such defense shall be on the
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corporation. Neither the failure of the corporation (including its Board of
Directors or any committee thereof, independent legal counsel, or
stockholders) to have made its determination prior to the commencement of
such action that indemnification of, or advancement of costs of defense to,
the claimant is permissible in the circumstances nor any actual determination
by the corporation (including its Board of Directors or any committee
thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advance is not
permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
bylaw, resolution of stockholders or directors, agreement, or otherwise.
The corporation may also indemnify any employee or agent of the
corporation to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, any inquiry or investigation that could lead to such an
action, suit, or proceeding.
ELEVENTH: No contract or transaction between the corporation and one or
more of its directors, officers, or stockholders or between the corporation
and any person (as used herein, "person" means other corporation,
partnership, association, firm, trust, joint venture, political subdivision,
or instrumentality) or other organization in which one or more of its
directors, officers, or stockholders are directors, officers, or
stockholders, or have a financial interest, shall be void or voidable solely
for this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee which authorizes the
contract or transaction, or solely because his, her, or their votes are
counted for such purpose, if: (i) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed
or are known to the board of directors or the committee, and the board of
directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the
material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the corporation as of the time it is authorized,
approved, or ratified by the board of directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.
TWELFTH: The corporation shall have the right, subject to any express
provisions or restrictions contained in this certificate of incorporation or
bylaws of the corporation, from time to time, to amend this certificate of
incorporation or any provision hereof in any manner now or hereafter provided
by law, and all rights and powers of any kind conferred upon a director or
stockholder of this corporation by this certificate of incorporation or any
amendment hereof are subject to such right of the corporation.
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I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate, hereby declaring that this is my act and deed
and that the facts herein stated are true, and accordingly have hereunto set
my hand this 11th day of June, 2001.
/s/ Jarod T. Moss
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Jarod T. Moss, Incorporator