EXHIBIT 3.51
RESTATED CERTIFICATE OF INCORPORATION
OF
PSYCHIATRIC SOLUTIONS OF CORAL GABLES, INC.
ARTICLE I
NAME
The name of the corporation is Psychiatric Solutions of Coral Gables,
Inc. (the "Corporation").
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of
Delaware is 9 East Loockerman Street, Suite 1B, Dover, County of Kent, Delaware
19901. The name of the registered agent of the Corporation in the State of
Delaware at the registered office is National Registered Agents, Inc.
ARTICLE III
PURPOSES
The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any and all lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware as now or hereinafter in force. The Corporation shall possess and
exercise all of the powers and privileges granted by the General Corporation Law
of the State of Delaware, by any other law or by this Certificate, together with
all such powers and privileges incidental thereto as may be necessary or
convenient to the conduct, promotion or attainment of the purposes of the
Corporation.
ARTICLE IV
CAPITALIZATION
The Corporation shall have authority, acting by its Board of Directors,
to issue one thousand (1,000) shares of common stock, all of such shares having
a par value of $.001 per share (the "Common Stock"), and such shares being
entitled to one (1) vote per share on any matter on which shareholders of the
Corporation are entitled to vote and such shares being entitled to participation
in dividends and to receive the remaining net assets of the Corporation upon
dissolution. The number of authorized shares of any class may be increased or
decreased (but not below the number of such shares then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock.
ARTICLE V
BOARD OF DIRECTORS
The Board of Directors of the Corporation shall consist of not less
than two (2) nor more than fifteen (15) directors, the exact number to be fixed
and determined from time to time by resolution of a majority of the Board of
Directors. Any vacancy arising from the early retirement of a director may be
filled by the vote of the remaining directors or the shareholders and the term
of any such director shall be for the balance of the term of the retiring
director.
ARTICLE VI
LIMITATION ON PERSONAL LIABILITY OF DIRECTORS
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director except for liability: (a) for any breach of the director's
duty of loyalty to the Corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) under Section 174 of the General Corporation Law of
Delaware (or the corresponding provision of any successor act or law); and (d)
for any transaction from which the director derived an improper personal
benefit. If the law of the State of Delaware is hereafter amended to authorize
corporate action further limiting or eliminating the personal liability of
directors or officers, then the liability of directors or officers to the
Corporation or its shareholders shall be limited or eliminated to the fullest
extent permitted by law of the State of Delaware as so amended from time to
time. Any repeal or modification of the provisions of this Article VII, either
directly or by the adoption of an inconsistent provision of these Articles,
shall be prospective only and shall not adversely affect any right or protection
set forth herein existing in favor of a particular individual at the time of
such repeal or modification. In addition, if an amendment to the General
Corporation Law of the State of Delaware limits or restricts in any way the
indemnification rights permitted by law as of the date hereof, such amendment
shall apply only to the extent mandated by law and only to activities of persons
subject to indemnification under this Article VII which occur subsequent to the
effective date of such amendment.
ARTICLE VII
INDEMNIFICATION
(a) The Corporation shall indemnify, and upon request shall
advance expenses to, in the manner and to the fullest extent permitted by law,
any officer or director (or the estate of any such person) who was or is a party
to, or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan (an "indemnitee"). The Corporation may, to the fullest
extent permitted by law, purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan against any liability
which may be asserted against such person. To the fullest extent permitted by
law, the indemnification and advances provided for herein shall include expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement. The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person for any such expenses
(including attorneys' fees),
judgments, fines and amounts paid in settlement to the fullest extent permitted
by law, both as to action in his official capacity and as to action in another
capacity while holding such office.
(b) Notwithstanding the foregoing, the Corporation shall not
indemnify any such indemnitee with respect to any claim, issue or matter in any
action or suit by or in the right of the Corporation as to which the indemnitee
shall have been adjudged to be liable to the Corporation, unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such indemnitee is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) The rights to indemnification and advancement of expenses set
forth in this Article VII are intended to be greater than those which are
otherwise provided for in the General Corporation Law of the State of Delaware,
are contractual between the Corporation and the person being indemnified, his
heirs, executors and administrators, and, with respect to this Article VII are
mandatory, notwithstanding a person's failure to meet the standard of conduct
required for permissive indemnification under the General Corporation Law of the
State of Delaware, as amended from time to time. The rights to indemnification
and advancement of expenses set forth in this Article VII above are nonexclusive
of other similar rights which may be granted by law, these Articles, the Bylaws,
a resolution of the Board of Directors or shareholders or an agreement with the
Corporation, which means of indemnification and advancement of expenses are
hereby specifically authorized.
(d) Any repeal or modification of the provisions of this Article
VII, either directly or by the adoption of an inconsistent provision of these
Articles, shall be prospective only and shall not adversely affect any right or
protection set forth herein existing in favor of a particular individual at the
time of such repeal or modification. In addition, if an amendment to the General
Corporation Law of the State of Delaware limits or restricts in any way the
indemnification rights permitted by law as of the date hereof, such amendment
shall apply only to the extent mandated by law and only to activities of persons
subject to indemnification under this Article VII which occur subsequent to the
effective date of such amendment.
ARTICLE VIII
AMENDMENTS
The Board of Directors reserves the right from time to time to amend,
alter, change or repeal any provision contained in these Articles in the manner
now or hereinafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
ARTICLE IX
PREEMPTIVE RIGHTS
The holders of stock of the Corporation shall have no preemptive or
preferential right to subscribe for or purchase any stock or securities of the
Corporation.
ARTICLE X
PERPETUAL EXISTENCE
The period of existence of the Corporation shall be perpetual.
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