EXHIBIT 3.63
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
RAMSAY EDUCATIONAL SERVICES, INC.
Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, this Delaware corporation whose Certificate of Incorporation
was filed with the Delaware Secretary of State on July 24, 1998, adopts the
following amendment to its Certificate of Incorporation.
FIRST: Article I of the Certificate of Incorporation hereby is deleted
in its entirety and replaced as follows:
"ARTICLE I
The name of the corporation is RAMSAY TREATMENT SERVICES, INC."
SECOND: This Certificate of Amendment shall be effective upon its
filing with the Delaware Secretary of State.
IN WITNESS WHEREOF, the undersigned individual who is Vice President
and Secretary of the Corporation has executed this Certificate of Amendment as
of the 30th day of June, 2001.
/s/ Marcio C. Cabrera
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Marcio C. Cabrera
Vice President and Secretary
CERTIFICATE OF INCORPORATION
OF
RAMSAY EDUCATIONAL SERVICES, INC.
THE UNDERSIGNED, for the purpose of forming a corporation
pursuant to the provisions of the General Corporation Law of the State of
Delaware (the "General Corporation Law"), does hereby certify pursuant to
Section 103(a)(1) of the General Corporation Law as follows:
FIRST: The name of the corporation is "Ramsay Educational
Services, 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 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.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 1,000 shares of common stock, par
value $.01 per share.
FIFTH: Subject to the provisions of the General Corporation
Law, the number of Directors of the Corporation shall be determined as provided
in the By-Laws of the Corporation.
SIXTH: To the fullest extent permitted by Section 145 of the
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
any 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 or she is or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation or because he or she 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 or her 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 of
the Corporation 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 the Corporation and its creditors or any class of them and/or between
the 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 the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of the General Corporation Law or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation under the provisions of Section 279 of the General
Corporation Law, order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of the 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 the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the 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 binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the 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 Corporation. 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) under Section 174 of the General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the General Corporation Law 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, as so amended. Any repeal or
modification of this
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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 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 any
director of the Corporation existing at the time of such repeal or modification.
TWELFTH: The name and address of the incorporator is Jonathan
M. Anderson, Haythe & Curley, 237 Park Avenue, New York, New York 10017.
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, does hereby execute this Certificate of Incorporation this
24th day of July, 1998.
/s/ Jonathan M. Anderson
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Jonathan M. Anderson
Incorporator
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