EXHIBIT 3.4
CHARTER
OF
CCA ACQUISITION SUB, INC.
The undersigned, acting as the incorporator of a corporation under the
Tennessee Business Corporation Act, as amended, adopts the following charter for
such corporation:
1. The name of the corporation is CCA Acquisition Sub, Inc. (hereinafter
called the "Corporation").
2. The Corporation is for profit.
3. The street address of the Corporation's principal office is:
10 Burton Hills Boulevard
Nashville, Tennessee 37215
County of Davidson
4. (a) The name of the Corporation's initial registered agent is
Linda G. Cooper.
(b) The street address of the Corporation's initial registered
office in Tennessee is:
10 Burton Hills Boulevard
Nashville, Tennessee 37215
County of Davidson
5. The name and address of the incorporator is:
Brandon L. Hayes
Stokes & Bartholomew, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37215
6. The total number of shares of capital which the Corporation is
authorized to issue is Ten Thousand (10,000) shares of voting common stock
having $0.01 par value per share (the "Common Stock"). All Common Stock shall be
of the same class and shall have full voting power.
7. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Charter in the manner now or hereafter
prescribed by the laws of the State of Tennessee. All rights herein conferred to
the shareholders are granted subject to this reservation.
8. The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the laws of
the State of Tennessee.
9. To the fullest extent permitted by the Tennessee Business Corporation
Act as in effect on the date hereof and as hereafter amended from time to time,
a director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director. If
the Tennessee Business Corporation Act or any successor statute is amended after
adoption of this provision to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Tennessee Business Corporation Act, as so amended from time to
time. Any repeal or modification of this Paragraph 9 by the shareholders 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 events occurring prior to such time.
Dated this 2nd day of December, 1999.
/s/ Brandon L. Hayes
------------------------------
Brandon L. Hayes, Incorporator
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ARTICLES OF MERGER
OF
CORRECTIONS CORPORATION OF AMERICA,
A TENNESSEE CORPORATION
WITH AND INTO
CCA ACQUISITION SUB, INC.,
A TENNESSEE CORPORATION
Pursuant to the provisions of Section 48-21-107 of the Tennessee
Business Corporation Act (the "Act"), as amended, the undersigned domestic
corporations adopt the following Articles of Merger:
1. The names of the corporations participating in the merger and the
States under the laws of which such corporations are organized are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
Corrections Corporation of America Tennessee
CCA Acquisition Sub, Inc. Tennessee
2. The Agreement and Plan of Merger, dated as of June 30, 2000, by and
among Corrections Corporation of America (the "Merging Corporation"), CCA
Acquisition Sub, Inc. (the "Surviving Corporation"), and Prison Realty Trust,
Inc., a Maryland corporation and the holder of all of the issued and outstanding
capital stock of the Surviving Corporation (the "Parent") is attached hereto as
Exhibit A and is incorporated for all purposes in to these Articles of Merger.
3. The name of the Surviving Corporation is CCA Acquisition Sub, Inc.,
which shall herewith be changed to CCA of Tennessee, Inc.
4. The Agreement and Plan of Merger, pursuant to which the Merging
Corporation will be merged with and into the Surviving Corporation, was duly
adopted by the Board of Directors of the Merging Corporation, in accordance with
the Act on June 28, 2000. The shareholders of the Merging Corporation approved
the Plan of Merger by the affirmative vote of the required percentage of all the
votes entitled to be cast on September 12, 2000. The Agreement and Plan of
Merger and the performance of its terms were duly authorized by all action
required by the laws of the State of Tennessee and by the Merging Corporation's
Charter.
5. The Agreement and Plan of Merger, pursuant to which the Merging
Corporation will be merged with and into the Surviving Corporation, was duly
adopted by the Board of Directors of the Surviving Corporation, in accordance
with the Act on June 28, 2000. The Parent, the sole
shareholder of the Surviving Corporation, approved the Agreement and Plan of
Merger on September 20, 2000. The Agreement and Plan of Merger and the
performance of its terms were duly authorized by all action required by the laws
of the State of Tennessee and by the Surviving Corporation's Charter.
6. These Articles of Merger shall be effective at 12:01 a.m., Nashville,
Tennessee time, on October 1, 2000.
7. Simultaneously with the effectiveness of these Articles of Merger as
set forth in Section 6 hereof, the charter of the Surviving Corporation shall be
amended as follows:
The name of the Corporation currently identified as CCA Acquisition
Sub, Inc. in paragraph 1 of the charter shall be deleted, and in lieu
thereof CCA of Tennessee, Inc. shall be inserted as the new name of
the Corporation.
Dated: September 29th, 2000.
SURVIVING CORPORATION:
CCA ACQUISITION SUB, INC.
By: /s/ Darrell K. Massengale
-----------------------------------------
Darrell K. Massengale,
Chief Executive Officer and President
MERGING CORPORATION:
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Darrell K. Massengale
-----------------------------------------
Darrell K. Massengale,
Chief Financial Officer and Secretary
2
EXHIBIT A
[Intentionally omitted]