EXHIBIT 3.10
ARTICLES OF AMENDMENT TO THE CHARTER
OF
COLLABORATIVE CARE CORPORATION
(Control Number: 0293295)
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles of amendment to its charter:
1. The name of the corporation is Collaborative Care Corporation.
2. The amendment as adopted is:
The Charter of the corporation (as amended) is amended by
striking Number 3 in its entirety and replacing therefor the following:
3. The corporation's registered office is located at 113
Seaboard Lane, Suite C-100, Williamson County, Franklin, Tennessee
37067. The registered agent at the office is Steven T. Davidson.
The Charter of the corporation (as amended) is amended by
striking Number 5 in its entirety and replacing therefor the following:
5. The complete address of the corporation's principal
office is 113 Seaboard Lane, Suite C-100, Williamson County, Franklin,
Tennessee 37067.
3. The corporation is a for-profit corporation.
4. The amendment was duly adopted by the joint unanimous consent
action of the sole shareholder and the members of the Board of Directors of the
corporation on August 5, 2002.
5. The amendment shall be effective when these articles are filed
with the Secretary of State.
Dated this 22nd day of August, 2002.
COLLABORATIVE CARE CORPORATION
By: /s/ Steven T. Davidson
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Steven T. Davidson, Vice President
ARTICLES OF AMENDMENT TO THE CHARTER
OF
TENNESSEE MENTAL HEALTH COOPERATIVE, INC.
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, as amended, the undersigned corporation adopts the
following Articles of Amendment to its Charter:
1. The name of the corporation is Tennessee Mental Health Cooperative,
Inc.
2. The text of the amendments adopted are:
A. The Charter of Tennessee Mental Health Cooperative, Inc. (the
"Company") is amended by deleting item No. 1 in its entirety and inserting in
lieu thereof the following:
"The name of the corporation is "COLLABORATIVE CARE CORPORATION."
B. The Charter is further amended to include the following item No. 10:
"Case Management, Inc., a Tennessee nonprofit corporation ("CMI") and
Mental Health Cooperative, Inc., a Tennessee nonprofit corporation ("MHC"),
shall each have the right to designate one person to be a member of the
Corporation's Board of Directors. The directors appointed by CMI and MHC may be
removed or replaced at any time by either CMI or MHC, as the case may be, by the
delivery of notice to the board of directors of such removal or replacement. The
Corporation's Charter and Bylaws regarding the appointment of one member of the
Corporation's Board of Directors by each of CMI and MHC shall not be amended
without the prior approval of the Board of Directors of CMI and MHC, which
approval shall not be unreasonably withheld."
3. This amendment was duly adopted as of February 29, 1996, by written
consents of the sole shareholder and board of directors of the Company.
4. This amendment is to be effective when filed with the Secretary of
State of Tennessee.
TENNESSEE MENTAL HEALTH COOPERATIVE, INC.
By: /s/ Fred D. Furman
-----------------------------------------
Fred D. Furman, Secretary
C H A R T E R
O F
TENNESSEE MENTAL HEALTH COOPERATIVE, INC.
The undersigned person(s) under the Tennessee Business Corporation Act
adopt(s) the following charter for the above listed corporation:
1. The name of the corporation is TENNESSEE MENTAL HEALTH COOPERATIVE,
INC.
2. The number of shares of stock the corporation is authorized to issue is
one (1) million shares of common stock with a par value of one cent
($.01) per share. The holders of said shares shall have unlimited
voting rights and shall be entitled to receive the net assets of the
corporation upon dissolution in accordance with their respective rights
and interests.
3. (a) The complete address of the corporation's initial registered office
in Tennessee is c/o C T CORPORATION SYSTEM
530 Gay Street Knoxville Tennessee 37902
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Street Address City State, Zip Code
County of Knox .
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(b) The name of the initial registered agent, to be located at the
address listed in 3(a), is C T CORPORATION SYSTEM
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4. The came and complete address of the incorporator is:
Allen Tepper 3990 Old Town Avenue, Suite 206A, San Diego, CA 92110
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Name Address Zip Code
5. The complete address of the corporation's principal office is: 275
Cumberland Bend, Nashville, Tennessee 37228.
6. The corporation is for profit.
7. The affairs of the corporation shall be under the direction of the
board of directors. The number, term of office, manner of election of
appointment, and qualifications of the directors shall be as fully set
forth in the bylaws of the corporation. The names of the persons who
shall serve as the initial directors of the corporation until their
successors are duly elected and qualified are:
Allen Tepper
Susan D. Erskine
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8. The corporation shall indemnify (which indemnification shall include,
without limitation, advancing reasonable expenses) any person who is or
was a director or officer of the corporation to the fullest extent
required or permitted by applicable law; provided, however, that no
indemnification shall be made in any proceeding involving acts or
omissions of such director or officer in such person's personal
capacity. In addition, the corporation shall have the power to
indemnify (which indemnification shall include, without limitation,
advancing reasonable expenses) to the fullest extent permitted by law
such other persons (including, without limitation, an employee or agent
of the corporation or any person who is or was serving at the request
of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise) as the board of directors may determine from time to time.
The corporation shall have the power to purchase and maintain at its
expense insurance on behalf of such persons to the fullest extent
permitted by applicable law, whether or not the corporation would have
the power to indemnify such person under the foregoing provisions.
9. A director of the corporation shall not be liable to the corporation
for monetary damages for an act or omission in the director's capacity
as a director, except that the liability of a director of the
corporation shall not be eliminated or limited to the extent that the
director is found liable: (i) for a breach of the director's duty of
loyalty to the corporation; (ii) for an act or omission not in good
faith that constitutes a breach of duty of the director to the
corporation or an act or omission that involves intentional misconduct
or a knowing violation of the law; (iii) for a transaction from which
the director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's
office; (iv) for an act or omission for which the liability of a
director is expressly provided by an applicable statute; (v) in
connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or (vi) in
connection with any other proceeding charging improper personal benefit
to the director whether or not involving action in the director's
official capacity in which he was adjudged liable on the basis that
benefit was improperly received by him. If any statute of the State of
Tennessee is amended to authorize the further elimination or limitation
of the liability of the directors of the corporation, then the
liability of directors of the corporation shall be limited to the
fullest extent permitted by the statutes of the State of Tennessee, as
so amended, and such elimination or limitation of liability of a
director of the corporation provided by the foregoing provisions of
this section.
4/5/95 /s/ Allen Tepper
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Allen Tepper
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Incorporator's Name (typed or printed)
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