EXHIBIT 3.18
ARTICLES OF INCORPORATION
OF
H. C. CORPORATION
A BODY CORPORATE
TO THE HONORABLE JUDGE OF PROBATE,
JEFFERSON COUNTY, ALABAMA:
The undersigned, Healthcare Services of America, Inc., an Alabama
corporation, acting as incorporator(s) and desiring to organize a body corporate
under the laws of the State of Alabama, hereby adopt(s) the following Articles
of Incorporation:
1. The name of the corporation is H. C. CORPORATION and the corporation
shall be authorized to trade in said name or to use any other trade name not now
being used by any other person, firm or corporation.
2. The objects and purposes for which the corporation is formed are:
(a) To own, operate and manage hospitals, general, psychiatric and
otherwise, and to provide management services therefor, and to do any and all
things necessary and related thereto.
(b) To purchase, acquire, hold, improve, sell, convey, assign,
exchange, release, mortgage, encumber, lease, hire and deal in real and personal
property of every kind and character.
(c) To apply for, purchase, or acquire by assignment, transfer or
otherwise, and hold, mortgage or otherwise pledge, and to sell, exchange,
transfer, deal in and in any manner dispose of, and to exercise, carry out and
enjoy any license, power, authority, concession, right or privilege which any
corporation may make or grant.
(d) To manufacture, purchase or otherwise acquire, own, mortgage,
pledge, sell, assign and transfer, exchange or otherwise dispose of, and invest,
trade
and deal in and with goods, wares and merchandise and personal property of every
class and description, whether or not the same specifically pertain to the
classes of business above specified; and to own and operate mines, plants,
factories, mills, warehouses, yards, merchandise stores, commissaries and all
other installations or establishments of whatever character or description,
together with the equipment, rolling stock and other facilities used or useful
in connection with or incidental thereto.
(e) To acquire bonds or stocks of this corporation or otherwise,
the goodwill, rights, assets and property, and to undertake to assume the whole
or any part of the obligations or liabilities of any person, firm, association
or corporation.
(f) To purchase or otherwise acquire, hold, use, sell, assign,
lease, mortgage or in any manner dispose of, and to take, exchange and grant
licenses, or other rights therein, in respect of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventories, improvements, processes, formulae, methods, copyrights, trademarks
and trade names, relating to or useful in connection with any business, objects
or purposes of the corporation.
(g) To acquire, by purchase, subscription or otherwise, and to own,
hold, sell and dispose of, exchange, deal in and deal with stocks, bonds,
debentures, obligations, evidences of indebtedness, promissory notes, mortgages
or securities, the stocks, bonds, debentures or other evidence of indebtedness
of this corporation, and this corporation shall have the express power to hold,
sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of
capital stocks, bonds, debentures, promissory notes, mortgages and securities so
acquired by it, and, while the owner thereof, to exercise all the rights,
privileges and powers of ownership, including the right to vote thereof, to the
same extent as a natural person may do subject to the limitations, if any, on
such rights now or hereafter provided by the laws of Alabama.
(h) To endorse, or otherwise guarantee, or obligate itself for, or
pledge or mortgage all or any part of its properties for the payment of the
principal and interest, or either, on any bonds, debentures, notes, scrip,
coupons or other obligations or evidences of indebtedness, or the performance of
any contract, mortgage or obligation, or any other corporation or association,
domestic or foreign, or of any firm, partnership or joint venture.
(i) To enter into, make and perform any contracts of every kind for
any lawful purpose without limit as to amount, with any person, firm,
association, corporation, municipality, county, state territory, government,
governmental subdivision or body politic.
(j) To acquire the goodwill, rights, assets and properties, and to
undertake the whole or any part of the liabilities of any person, firm,
association or
corporation; to pay for the same in cash, the stock or other securities of the
corporation, or otherwise; to hold, or in any manner dispose of, the whole or
any part of the property so acquired; to conduct in any lawful manner the whole
or any part of the business so acquired and to exercise all the powers necessary
or convenient in and about the conduct and management of any such business.
(k) To borrow and lend money, without security, or upon the giving
or receipt of such security as the Board of Directors of the corporation may
deem advisable by way of mortgage, pledge, transfer, assignment or otherwise, of
real and personal property of every nature and description, or by way of
guaranty, or otherwise.
(l) To draw, make, accept, endorse, discount, execute and issue
promissory notes, drafts, bill of exchange, warrants, debentures, and other
negotiable or transferable instruments.
(m) To issue bonds, debentures or other securities or obligations
and to secure the same by mortgage, pledge, deed of trust, or otherwise.
(n) To act as agent, jobber, broker, or attorney in fact in buying,
selling, and dealing in real and personal property of every nature and
description and leases respecting the same and estates and interests therein and
mortgages and securities thereof, in making and obtaining loans, whether secured
by such property or not, and in supervising, managing and protecting such
property and loans and all interest in and claims affecting the same.
(o) To purchase, take, receive, redeem or otherwise acquire, hold,
own, pledge, transfer or otherwise dispose of its own shares of stock, and its
bonds, debentures, notes, scrip or other securities or evidences of
indebtedness, and to hold, sell, transfer or reissue the same.
(p) To enter into any plan or project for the assistance and welfare
of its employees.
(q) To enter into any legal arrangements for sharing of profits,
union of interest, reciprocal concessions, or cooperation, as partner, joint
venturer or otherwise, with any person, partnership, corporation, association,
combination, organization, entity or other body whatsoever, domestic or foreign
carrying on or proposing to carry on any business, which this corporation is
authorized to carry on, or any business or transaction deemed necessary,
convenient or incidental to carrying out of any of the objects of this
corporation.
(r) To have one or more offices to carry on all of its operations
and business without restriction or limit as to amount, in any of the states,
districts, territories, or possession or colonies of the United States, and in
any and all foreign
countries, subject to the laws of such state, district, territory, possession,
colony or country.
(s) To carry on any other business in connection with the
foregoing.
(t) To do any and all of the things herein set out and such other
things as are incidental or conducive to the attainment of the objects and
purposes of this corporation, to the same extent as natural persons might or
could do and in any part of the world, as principal, factor, agent, contractor,
or otherwise, either alone or in conjunction with any person, firm, association,
corporation or any entity of whatsoever kind, and to do any and all such acts
and things and to exercise any and all such powers to the full extent authorized
or permitted to a corporation under any laws that may be now or hereafter
applicable or available to this corporation.
The foregoing clauses, and each phrase thereof, shall be construed as
objects and purposes of this corporation, as well as powers and provisions for
the regulation of the business and the conduct of the affairs of the
corporation, the directors, and shareholders thereof, all in addition to those
powers specifically conferred upon the corporation by law, and it is hereby
expressly provided that the foregoing specific enumeration of purposes shall not
be held to limit or restrict in any manner the powers of the corporation
otherwise granted by law. Nothing herein contained, however, shall be construed
as authorizing this corporation to carry on the business of banking or that of a
trust or that of a trust company, or the business of insurance in any of its
branches.
3. The location of the initial registered office of the
corporation is 1212 Park Place Tower, Birmingham, Alabama 35203. The name of the
initial registered agent at such address is Charles A. Speir.
4. The amount of the total number of shares authorized to be issued
shall be 1,000 shares having a par value of $1.00 per share.
5. The names and post office addresses of the incorporator(s) are:
NAME POST OFFICE ADDRESS
Healthcare Services of America, Inc., 1212 Park Place Tower
an Alabama corporation Birmingham, Alabama 35203
The names and post office addresses of the Directors who shall hold
office until the first annual meeting of Shareholders and until their successors
have been elected and qualified are:
NAME OF DIRECTOR POST OFFICE ADDRESS
Thomas C. Najjar, Jr., Chairman of Board Birmingham, Alabama
Charles A. Speir Birmingham, Alabama
Van Scott, M.D. Birmingham, Alabama
6. The period for the duration of the corporation shall be
perpetual.
7. This corporation may, from time to time, lawfully enter into
any agreement to which all, or less than all, the holders of record of the
issued and outstanding shares shall be parties, restricting the transfer of any
or all shares represented by certificates therefor upon such reasonable terms
and conditions as may be approved by the Board of Directors of this corporation,
provided that such restrictions be stated upon each certificate representing
such shares.
8. All persons who shall acquire shares in this corporation shall
acquire them subject to the provisions of this Certificate of Incorporation, as
the same from time to time may hereafter be amended. So far as not otherwise
expressly provided by the laws of the State of Alabama, the corporation shall be
entitled to treat the person or entity in whose name any share is registered as
the owner thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in said share on the part of any other
person, whether or not the corporation shall have notice thereof.
9. The President shall have authority to execute all deeds,
mortgages, bonds and other contracts requiring a seal, under the seal of the
corporation and the Secretary or any Assistant Secretary shall have authority to
affix said seal to instruments requiring it, and attest the same.
10. The corporate powers shall be exercised by the Board of
Directors, except as otherwise expressly provided by statute or by this
Certificate of Incorporation. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is hereby expressly authorized:
(a) To adopt, alter, amend and repeal the By-Laws of the
corporation, but By-Laws so made by the Directors may be altered
or repealed by the Directors or Shareholders; and
(b) To fix and determine and to vary the amount of working
capital of the corporation; to determine whether any, and if
any, what part, of any accumulated profits shall be declared
and paid as dividends; to determine the date or dates for the
declaration and payment of dividends and to direct and determine
the use and disposition of any surplus or net profit over and
above the stated capital.
The corporation may, in its By-Laws, confer powers upon its Board of
Directors in addition to the foregoing, and in addition to the powers and
authorities expressly conferred upon Directors by statute.
11. No contract or other transaction between the corporation and one
or more of its Directors or any other corporation, firm, association or entity
in which one or more of its Directors are Directors or Officers or are
financially interested, shall be either void or voidable because of such
relationship or interest or because such Director or Directors are present at
the meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction, if the contract or
transaction is fair and reasonable to the corporation and if either:
(1) The fact of such relationship or interest is disclosed to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested Directors; or
(2) The fact of such relationship or interest is disclosed to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent. Common or interested
Directors may not be counted in determining the presence of a quorum at a
meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction.
IN WITNESS WHEREOF, the undersigned Incorporator(s) have hereunto
subscribed their names to these Articles of Incorporation on this the 9th day of
September, 1983.
HEALTHCARE SERVICES OF AMERICA, INC.
An Alabama Corporation
BY: /s/ Charles A. Speir
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Its President
ATTEST:
/s/ Ann D. Jacobs
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Its Secretary