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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PHC/PSYCHIATRIC HEALTHCARE CORPORATION
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Pursuant to Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware
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PHC/Psychiatric Healthcare Corporation, a Delaware corporation
(hereinafter called the "Corporation"), does hereby certify as follows:
1. The name of the Corporation is PHC/Psychiatric Healthcare
Corporation.
2. The Corporation was originally incorporated under the name
of CHC-PHC, Inc. The Corporation changed its name to PHC/Psychiatric Healthcare
Corporation on August 7, 1996. The date of the filing of its original
certificate of incorporation with the Secretary of State of the State of
Delaware was September 30, 1994.
3. This Amended and Restated Certificate of Incorporation was
duly adopted by the Board of Directors of the Corporation and adopted by the
sole stockholder of the Corporation in accordance with Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware.
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4. Upon the filing with the Secretary of State of the State of
Delaware this Amended and Restated Certificate of Incorporation, the
Corporation's Certificate of Incorporation, is hereby amended, restated and
integrated to read in its entirety as follows:
FIRST: The name of the Corporation is IASIS Healthcare
Corporation (hereinafter, the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is five million (5,000,000) shares of
Common Stock, each having a par value of one penny ($.01), and five hundred and
fifty thousand (550,000) shares of Preferred Stock, each having a par value of
one penny ($.01).
The Board of Directors is expressly authorized to provide for
the issuance of all or any shares of the Preferred Stock in one or more classes
or series, and to fix for each such class or series such voting powers, full or
limited, or no voting powers, and such distinctive designations, preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series and as may be permitted by
the GCL, including, without limitation, the authority to provide that any such
class or series may be (i) subject to redemption at such time or times and at
such price or prices; (ii) entitled to receive dividends (which may be
cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or
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upon any distribution of the assets of, the Corporation; or (iv) convertible
into, or exchangeable for, shares of any other class or classes of stock, or of
any other series of the same or any other class or classes of stock, of the
Corporation at such price or prices or at such rates of exchange and with such
adjustments; all as may be stated in such resolution or resolutions.
FIFTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
1. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors of the
Corporation.
2. The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the Corporation.
3. The number of directors of the Corporation shall be not
less than three (3) nor more than eighteen (18) members, the exact
number of which shall be fixed from time to time by the Board of
Directors. Election of directors need not be by written ballot unless
the By-Laws so provide.
4. No director shall be personally liable to the Corporation
or any of 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) pursuant to Section 174
of the GCL or (iv) for any transaction from which the director derived
an improper personal benefit. Any repeal or modification of this
Article FIFTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or
modification.
5. In addition to the powers and authority herein or by
statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject, nevertheless,
to the provisions of the
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GCL, this Amended and Restated Certificate of Incorporation of the
Corporation, and any By-Laws adopted by the stockholders; provided,
however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid
if such By-Laws had not been adopted.
6. The Corporation elects not to be governed by Section 203 of
the GCL.
SIXTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.
SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by the GCL, as the same
exists or may hereafter be amended, and such right to indemnification shall
continue as to a person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or administrators) in
connection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Article SEVENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in advance of its final
disposition.
The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation who are not
directors or officers similar to those conferred in this Article SEVENTH to
directors and officers of the Corporation.
The rights to indemnification and to the advancement of
expenses conferred in this Article SEVENTH shall not be exclusive of any other
right which any person may have or hereafter acquire under this Amended and
Restated Certifi-
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cate of Incorporation, the By-Laws, any statute, agreement, vote of stockholders
or disinterested directors, or otherwise.
Any repeal or modification of this Article SEVENTH by the
stock holders of the Corporation shall not adversely affect any rights to
indemnification and advancement of expenses of a director or officer of the
Corporation existing pursuant to this Article SEVENTH with respect to any acts
or omissions occurring prior to such repeal or modification.
EIGHTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Amended and Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, PHC/Psychiatric Healthcare Corporation has
caused this Amended and Restated Certificate of Incorporation to be duly
executed this 8th day of October, 1999.
PHC/PSYCHIATRIC HEALTHCARE CORPORATION
By: /s/ Frank Coyle
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Name: Frank Coyle
Title: Assistant Secretary