EXHIBIT 3.97
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
RAMSAY TEXAS, INC.
After Receipt of Payment for Stock
Pursuant to Section 242 of the General
Corporation Law of the State at Delaware
The undersigned, Vice President of Ramsay Texas, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as follows:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by deleting Article FIRST of the Certificate of Incorporation in its
present form and substituting therefor a new Article FIRST in the following
form:
"FIRST: The name of the corporation is Transitional Care
Ventures (Texas), Inc. (the "Corporation").";
SECOND: The amendment to the Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment has been duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation law of the State of Delaware, (a) the Board of Directors of the
Corporation having duly adopted resolutions setting forth such amendment and
declaring its advisability and submitting it to the stockholders of the
Corporation for their approval in conformity with the By-laws of the
Corporation, and (b) the holders of a
majority of the outstanding stock of the Corporation entitled to vote thereon,
having duly adopted resolutions setting forth such amendment by a written
consent of the stockholders in conformity with the By-laws of the Corporation,
there being only one class of stock of the Corporation outstanding.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment to its Certificate of
Incorporation to be signed by Bruce R. Soden, its Vice President, and attested
by Wallace E. Smith, its Assistant Secretary, as of this l3th day of May, 1993.
RAMSAY TEXAS, INC.
BY /s/ Bruce R. Soden
--------------------------------
Bruce R. Soden
Vice President
Attest:
/s/ Wallace E. Smith
- --------------------
Wallace S. Smith
Assistant Secretary
CERTIFICATE OP INCORPORATION
OF
RAMSAY TEXAS, 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 Texas, Inc, (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19901, which
address is located in the County of Kent, and the name of the Corporation's
registered agent at such address is The Prentice-Hall Corporation System, Inc.
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.
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 ss. 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 ss. 279 of Title 6 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 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.
TWELFTH: The name and address of the incorporator is Sean M. Jones, 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 16th day of
October, 1992.
/s/ Sean M. Jones
--------------------------------
Sean M. Jones
Incorporator