EXHIBIT 3.77
AMENDED AND RESTATED CHARTER
OF PSI SOLUTIONS CENTER, INC.
Pursuant to the provisions of Section 48-20-107 of the Tennessee
Business Corporation Act, the undersigned corporation certifies that:
1. The name of the corporation is PSI Solutions Center, Inc.
2. The Amended and Restated Charter restates and further amends the
Charter of the corporation. The Amended and Restated Charter was duly adopted by
written consent of the Board of Directors of the corporation Dated December 1,
1998 and by written consent of the shareholders of the corporation dated
December 1, 1998.
3. The text of the Charter of the corporation is hereby restated and
further amended to read in its entirety as follows:
AMENDED AND RESTATED CHARTER
OF
SOLUTIONS CENTER OF LITTLE ROCK, INC.
1. The name of the corporation is Solutions Center of Little Rock, Inc.
2. The corporation's registered office is located at 3401 West End
Avenue, Suite 510, Nashville, Tennessee 37203, County of Davidson. The
registered agent at that office is Laura C. Fisher, Esq.
3. The address of the principal office of the corporation shall be 3401
West End Avenue, Suite 510, Nashville, Tennessee 37203.
4. The corporation is for profit.
5. The corporation is authorized to issue One Thousand (1,000) shares
of common stock, no par value.
6. 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 Bylaws 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.
7. 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 7 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.
8. 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 8 shall be a contract right and shall
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include the right to be paid by the corporation the expenses incurred in any
such proceeding in advance of its final disposition (hereinafter and
"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 judgment 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 8 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 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 8 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 expense 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 31st day of December, 1998.
/s/ Joey Jacobs
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Joey Jacobs, President
/s/ Bryce DeHaven
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Bryce DeHaven, Secretary
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