EXHIBIT 3.61
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RAMSAY MANAGED CARE, INC.
Pursuant to Sections 242 and 245 of the
Delaware General Corporation Law
Ramsay Managed Care, Inc., a corporation existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify as
follows:
(a) the name of the Corporation is Ramsay Managed Care,
Inc.;
(b) the Certificate of Incorporation of the Corporation
was filed by the Secretary of State of the State of Delaware, on the
21st day of July, 1993; a Certificate of Amendment was filed by the
Secretary of State of the State of Delaware, on the 11th day of
January, 1994; a Restated Certificate was filed by the Secretary of
State of the State of Delaware, on the 24th day of June, 1994; a
Certificate of Designation was filed by the Secretary of State of the
State of Delaware, on the 24th day of June, 1994; a Certificate of
Amendment was filed by the Secretary of State of the State of Delaware,
on the 20th day of September, 1994; a Certificate of Amendment was
filed by the Secretary of State of the State of Delaware on the 5th day
of April, 1995; and a Certificate of Designation was filed by the
Secretary of State of the State of Delaware, on the 9th day of
September, 1996;
(c) this Amended and Restated Certificate of
Incorporation has been duly adopted in accordance with the provisions
of Sections 242 and 245 of the General
Corporation Law of the State of Delaware, (i) the Board of Directors of
the Corporation having duly adopted a resolution approving such
amendment and declaring its advisability in a meeting of the Board of
Directors of the Corporation on October 1, 1996 and (ii) the holders of
the capital stock of the Corporation having not less than the minimum
number of votes necessary to approve such amendment, approved such
amendment at a special meeting of stockholders called for this purpose
on April 18, 1997; and
(d) the Certificate of Incorporation of the Corporation
is hereby amended and restated to read in full as follows:
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
RAMSAY MANAGED CARE, INC.
THE UNDERSIGNED, for the purpose of forming a corporation
pursuant to the provisions of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
FIRST: The name of the corporation is Ramsay Managed Care,
Inc. (the "Corporation").
SECOND: The address of the Corporation's registered office in
the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, which
address is located in the County of New Castle, and the name of the
Corporation's registered agent at such address is the Corporation Service
Company.
THIRD: 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 General Corporation Law of the State of Delaware.
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FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 1,000 shares of common stock, $.01
par value per share.
FIFTH: Subject to the provisions of the General Corporation
Law of the State of Delaware, the number of Directors of the Corporation shall
be determined as provided by the By-Laws.
SIXTH: To the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, or any comparable successor law, as the same
may be amended and supplemented from time to time, the Corporation (i) may
indemnify all persons whom it shall have power to indemnify thereunder from and
against any and all of the expenses, liabilities or other matters referred to in
or covered thereby, (ii) shall indemnify each such person if he is or is
threatened to be made a party to an action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the Corporation
or because he was serving the Corporation or any other legal entity in any
capacity at the request of the Corporation while a director, officer, employee
or agent of the Corporation and (iii) shall pay the expenses of such a current
or former director, officer, employee or agent incurred in connection with any
such action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding. The indemnification and advancement of expenses
provided for herein shall not be deemed exclusive of any other rights to which
those entitled to indemnification or advancement of expenses may be entitled
under any by-law, agreement, contract or vote of stockholders or disinterested
directors or pursuant to the direction (however embodied) of any court of
competent jurisdiction or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
SEVENTH: In furtherance and not in limitation of the general
powers conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to make, alter or repeal the By-Laws of the Corporation,
except as specifically stated therein.
EIGHTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be
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binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
NINTH: Except as otherwise required by the laws of the State
of Delaware, the stockholders and directors shall have the power to hold their
meetings and to keep the books, documents and papers of the Corporation outside
of the State of Delaware, and the Corporation shall have the power to have one
or more offices within or without the State of Delaware, at such places as may
be from time to time designated by the By-Laws or by resolution of the
stockholders or directors. Elections of directors need not be by ballot unless
the By-Laws of the Corporation shall so provide.
TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this 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.
ELEVENTH: A director of the Corporation shall not be
personally liable to the Corporation or 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) for the unlawful payment of
dividends or unlawful stock purchases under Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which the director
derived any improper personal benefit. If the General Corporation Law of
Delaware is amended to further eliminate or limit 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 General Corporation
Law of Delaware, as so amended. Any repeal or modification of this Article by
the stockholders of the Corporation shall be by the affirmative vote of the
holders of not less than eighty percent (80%) of the outstanding shares of stock
of the Corporation and entitled to vote in the election of directors, considered
for the purposes of this Article ELEVENTH as one class, shall be prospective
only and shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
* * * * *
IN WITNESS WHEREOF, the undersigned, being the officer
hereinabove named, does hereby execute this Amended and Restated Certificate of
Incorporation this 26th day of March, 1998.
/s/ Carol C. Lang
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Carol C. Lang
Vice President
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