EXHIBIT 3.59
CHARTER
OF
PSYCHIATRIC SOLUTIONS OF TENNESSEE, INC.
The undersigned person, having capacity to contract and acting
as the incorporator of a corporation for profit under the Tennessee Business
Corporation Act, hereby adopts the following Charter for such corporation:
1. The name of the corporation is Psychiatric Solutions of
Tennessee, Inc.
2. The corporation's initial registered office is located at 315
Deaderick Street, Suite 1800, Nashville, Tennessee 37238, County of Davidson.
The initial registered agent at that office is Glen Allen Civitts, Esq.
3. The name and address of the incorporator is Glen Allen
Civitts, Esq., Harwell Howard Hyne Gabbert & Manner, P.C., 315 Deaderick Street,
Suite 1800, Nashville, Tennessee 37238.
4. The address of the principal office of the corporation shall
be 3401 West End Avenue, Suite 510, Nashville, Tennessee 37203, County of
Davidson.
5. The corporation is for profit.
6. The corporation is authorized to issue One Thousand (1,000)
shares of common stock, no par value.
7. The business and affairs of the corporation shall be managed
by a Board of Directors:
a. The number of directors and their term shall be
specified in the By-laws of the corporation;
b. Whenever the Board of Directors is required or
permitted to take any action by vote, such actions may be taken without a
meeting on written consent setting forth the action so taken, signed by all of
the directors, indicating each signing director's vote or abstention. The
affirmative vote of the number of directors that would be necessary to authorize
or to take such action at a meeting is an act of the Board of Directors;
c. Any or all of the directors may be removed with cause
by a majority vote of the entire Board of Directors.
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8. To the fullest extent permitted by the Tennessee Business
Corporation Act as the same may be amended from time to time, a director,
officer or incorporator of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty in such capacity. If the Tennessee Business Corporation Act is amended,
after approval by the shareholders of this provision, to authorize corporate
action further eliminating or limiting the personal liability of a director,
officer or incorporator then the liability of a director, officer or
incorporator 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 Section 8 by the shareholders
of the corporation shall not adversely affect any right or protection of a
director, officer or incorporator of the corporation existing at the time of
such repeal or modification or with respect to events occurring prior to such
time.
9. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal (hereafter a "proceeding"), by reason of the fact that he or she is or
was a director, officer or incorporator of the corporation or is or was serving
at the request of the corporation as a director, officer, manager or
incorporator of another corporation, or of a partnership, limited liability
company, joint venture, trust or other enterprise, including service with
respect to employee benefit plans (hereinafter an "Indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer or incorporator or in any other capacity while serving as a
director, officer or incorporator, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Tennessee Business
Corporation Act, as the same may be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights than such law permitted the corporation
to provide prior to such amendment), against all expense, liability and loss
(including but not limited to counsel fees, judgments, fines, ERISA, excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such Indemnitee in connection therewith and such indemnification
shall continue as to an Indemnitee who has ceased to be a director, officer or
incorporator and shall inure to the benefit of the Indemnitee's heirs, executors
and administrators. The right to indemnification conferred in this Section 9
shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that
an advancement of expenses incurred by an Indemnitee shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such
Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such Indemnitee is not entitled to be indemnified for such expenses
under this Section 9 or otherwise, the Indemnitee furnishes the corporation with
a written affirmation of his or her good faith belief that he or she has met the
standards for indemnification under the Tennessee Business Corporation Act, and
a determination is made that the facts
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then known to those making the determination would not preclude indemnification.
The corporation may indemnify and advance expenses to an officer,
employee or agent who is not a director to the same extent as to a director by
specific action of the corporation's Board of Directors or by contract.
The rights to indemnification and to the advancement of expenses
conferred in this Section 9 shall not be exclusive of any other right that any
person may have or hereafter acquire under any statute, this Charter, Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, and the
corporation is hereby permitted to grant additional rights to indemnification
and advancement of expenses to the fullest extent permitted by law, by
resolution of directors, or an agreement providing for such rights.
The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense, liability or loss under the Tennessee Business Corporation Act.
Dated this 4th day of September, 1997.
/s/ Glen Allen Civitts
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Glen Allen Civitts, Incorporator
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