EXHIBIT 3.98
CERTIFICATE OF INCORPORATION
OF
INDIANA PSYCHIATRIC INSTITUTES, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter referred to
as the "Corporation") is INDIANA PSYCHIATRIC INSTITUTES, INC.
SECOND: The address, including street, number, city and
county of the registered office of the Corporation in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, 19801, County
of New Castle and the name of the registered agent of the Corporation in the
State of Delaware at such address is The Corporation Trust Company.
THIRD: The nature of the business of the Corporation and the
purposes to be conducted or promoted by the Corporation are (i) to construct,
acquire, lease, operate, manage, own and/or sell psychiatric hospitals and
related facilities; and (ii) 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 name and mailing address of the incorporator are
as follows:
Name Mailing Address
William J. Mutryn 1920 L Street, N.W.
Suite 500,
Washington, D.C. 20036
FIFTH: The Corporation shall be authorized to issue Fifty
Thousand (50,000) shares of common stock, having a par value of One Cent ($0.01)
per share and being voting stock.
SIXTH: Stockholders shall not have the pre-emptive right to
subscribe to any additional issues of stock or other securities or debt
instruments of the Corporation.
SEVENTH: The number of directors of the Corporation shall be
fixed by, or in the manner provided in, the Bylaws.
EIGHTH: The Corporation is to have perpetual existence.
NINTH: 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 Section 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 Section 279 of Title 8 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
creditor, 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 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.
TENTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders,
or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors. The phrase
"whole Board" or "total number of directors", or terms of like import, shall be
deemed to have the same meaning, to wit, the total number of directors which the
Corporation would have if there were no vacancies.
2. After the original or other Bylaws of the Corporation
have been adopted, amended or repealed, as the case may be, in accordance with
the provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the Corporation has received any payment for any of its
stock, the power to adopt, amend or repeal the Bylaws of the Corporation may be
exercised by the Board of Directors of the Corporation.
ELEVENTH: Elections of directors need not be by written ballot
unless the Bylaws of the Corporation shall so provide.
Meetings of stockholders may be held within or without the State of Delaware as
the Bylaws may provide. The books of the Corporation may be kept (subject to any
statutory provisions) outside the State of Delaware at such place or places as
may be designated from time to time or at any time by the Board of Directors or
in the Bylaws of the Corporation.
TWELFTH: The Corporation may, to the fullest extent permitted
by Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall be deemed exclusive
of any other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors 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
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
THIRTEENTH: No contract or other transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable or in any way
affected solely for this reason, or solely because the director or officer is
present at, or participates in, the meeting of the Board of Directors, or
committee thereof, which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
1. The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the Board of
Directors or a majority of such members thereof as shall be present at any
meeting of the Board of Directors or the committee at which action upon any such
contract or transaction shall be taken and the Board of Directors or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
2. The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; and
3. The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified
by the Board of Directors, a committee thereof, or the stockholders, as the case
may be.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
Any director, personally and individually, may be a party to, or may be
interested in, any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors or a majority
of such members thereof as shall be present at any meeting of the Board of
Directors at which action upon such contract or transaction shall be taken and
provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any such director)
of a majority of a quorum, notwithstanding the presence of any such director at
the meeting at which such action is taken. Such director or directors may be
counted in determining the presence of a quorum at such meeting.
This Article shall not be construed to impair or invalidate or in
any way affect any contract or other transaction which would otherwise be valid
under the law (common, statutory or otherwise) applicable thereto.
FOURTEENTH: From time to time, or at any time, any of the
provisions of this Certificate of Incorporation may be amended, altered or
repealed and other provisions authorized by the laws of the State of Delaware at
the time in force may be added or inserted in the manner and at the time
prescribed by said laws, and all rights at any time conferred upon the
stockholders of the Corporation by this Certificate of Incorporation are granted
subject to the provisions of this Article.
FIFTEENTH: Directors of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty except that this Article shall not eliminate or limit the
liability of a director (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 of the state of Delaware;
or (iv) for any transaction from which a director derived an improper personal
benefit.
SIXTEENTH: The stockholders shall not have the right to
cumulative voting.
SEVENTEENTH: The affirmative vote of fifty-one percent (51%) of
the shares entitled to vote on any matter shall be the act of the stockholders.
The undersigned, being the incorporator of the Corporation, does hereby
make, file and record this Certificate of Incorporation and does hereby certify
that the facts herein stated are true.
Signed on October 20, 1989.
/s/ William J Mutryn
------------------------------------
William J Mutryn
Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/13/1993
930145040 - 2211192
ARTICLES OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
INDIANA PSYCHIATRIC INSTITUTE, INC.
Indiana Psychiatric Institutes, 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:
1. The Certificate of Incorporation of the Corporation, as
originally filed on October 20, 1989, is hereby amended by deleting in its
entirety Article Fifth and replacing Article Fifth with the following:
FIFTH: The Corporation shall be authorized to issue Two
Hundred Thousand (200,000) shares of common stock, having a
par value of One Cent .($.01) per share, end being voting
stock.
2. The Board of Directors of the Corporation on January 11, 1993,
approved the amendment and directed that it be submitted to the stockholders for
approval.
3 The amendment described above was duly adopted by written
consent in lieu of a meeting by those stockholders of the Corporation holding
not less than the minimum number of votes that would be necessary to take such
action at a meeting at which all shares entitled to vote were present and voted,
dated January 11, 1993 in accordance with Section 228 (a) of the General
Corporation Law of the State of Delaware.
The Corporation has caused these Articles of Amendment to be signed by
its President and attested to by its secretary this 11th day of January, 1993.
/s/ George Chopivsky, Jr.
---------------------------
George Chopivsky, Jr.
President
Attest: /s/ Bernard G. Barczak
---------------------------
Bernard G. Barczak
Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/10/1993
931325123 - 2211192
CERTIFICATE Of AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
INDIANA PSYCHIATRIC INSTITUTES, INC.
INDIANA PSYCHIATRIC INSTITUTES, 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:
l. The Certificate of Incorporation of the Corporation, as
originally filed on October 20, 1989 and as amended on January 13, 1993, is
hereby amended by deleting in its entirety Article THIRTEENTH and replacing
Article THIRTEENTH with the following:
THIRTEENTH: No contract or other transaction between the
Corporation end one or more of its directors or officers, or
between the Corporation and any other corporation,
partnership, association, or other organization in which one
or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or
voidable or in any way affected solely for this reason, or
solely because the director or officer is present at, or
participates in, the meeting of the Board of Directors, or
committee thereof, which authorizes the contract or
transaction, or solely because his or their votes are counted
for such purpose, if:
1. The material facts as to his relationship or
interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or a majority of such
members thereof as shall be present at any meeting of the
Board of Directors or the committee at which action upon any
such contract or transaction shall be taken and the Board of
Directors or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested
directors be less than a quorum; or
2. The material facts as to his relationship or
interest and as to the contract or transaction are disclosed
or are known to the shareholders entitled to vote thereon, and
the contract or transaction is specifically approved in good
faith by vote of the shareholders; or
3. The contract or transaction it fair as to
the Corporation as of the time it is authorized, approved or
ratified by the Board of Directors, a committee thereof, or
the shareholders, as the case may be.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.
This Article shall not be construed to impair or invalidate or
in any way affect any contract or other transaction which would
otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
2. The amendment described above were duly adopted by written
consent in lieu of a meeting of the Board of Directors of the Corporation on
April 7, 1993, and proposed to and adopted and approved by the Shareholders of
the Corporation at their annual meeting on April 7, 1993.
IN WITNESS WHEREOF, said INDIANA PSYCHIATRIC INSTITUTES, INC. has
caused this Certificate of Amendment to be signed by its President and attested
by its Secretary, this 7th day of April, 1993.
INDIANA PSYCHIATRIC INSTITUTES, INC.
Attest:
/s/ Bernard G. Barczak /s/ George Chopivsky, Jr.
--------------------------- ------------------------------
By: Bernard G. Barczak By: George Chopivsky, Jr.
Its: Secretary Its: President