EXHIBIT 3.91
AMENDED AND RESTATED CHARTER
OF
THE COUNSELING CENTER OF MIDDLE TENNESSEE, P.C.
Pursuant to the provisions of the Tennessee Business Corporation Act
and the Tennessee Professional Corporation Act, the undersigned corporation
adopts the following articles of amendment to its charter:
1. The name of the corporation is The Counseling Center of Middle
Tennessee, P.C.
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 March 24,
1998 and by written consent of the shareholders of the corporation dated March
24, 1998.
3. The text of the Charter of the corporation shall be amended to
recite that the Corporation elects to be governed by the provisions of the
Tennessee Business Corporation Act, and is hereby restated and further amended
to read in its entirety as follows:
AMENDED AND RESTATED CHARTER
OF
THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC.
1. The name of the corporation is The Counseling Center of Middle
Tennessee, Inc.
2. The corporation's registered office is located at 315 Deaderick
Street, 1800 First American Center, Nashville, County of Davidson, Tennessee
37238. The registered agent at that office is Glen Allen Civitts, Esq.
3. The address of the principal office of the corporation shall be 3401
West End Avenue, Suite 510, Nashville, County of Davidson, 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.
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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 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,
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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 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, than 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 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 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: March 24, 1998 THE COUNSELING CENTER OF MIDDLE
TENNESSEE, INC.
By: /s/ Joey A. Jacobs
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Joey A. Jacobs, President
Attest:
/s/ Steven T. Davidson
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Steven T. Davidson, Secretary
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