EXHIBIT 3.15
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 08/01/2001
010375089 - 3421075
CERTIFICATE OF INCORPORATION
OF
AHS LOUISIANA HOSPITALS, INC.
FIRST: The name of the corporation is AHS Louisiana Hospitals, Inc.
(the "Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
County of New Castle. The name of the Corporation's registered agent at such
address is Corporation Service Company.
THIRD: The purpose of the Corporation 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 Company shall have authority to issue 1,000 shares of
Common Stock, $.01 par value.
FIFTH: The name and mailing address of the sole incorporator of the
Corporation are as follows:
Stephen T. Braun, Esq.
Greenebaum Doll & McDonald PLLC
700 Two American Center
3102 West End Avenue
Nashville, Tennessee 37201-1304
SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the Corporation is
expressly authorized to make, alter or repeal the Bylaws of the Corporation in
whole or in part.
SEVENTH: The Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provisions contained in this
Certificate of Incorporation; 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
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other person
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.
EIGHTH: Meetings of stockholders may be held within or outside of the
State of Delaware, as the Bylaws of the Corporation may provide. The books of
the Corporation may be kept outside the State of Delaware at such place or
places as may be designated from time to time by the Board of Directors of the
Corporation or in the Bylaws of the Corporation. Election of directors need not
be by written ballot unless the Bylaws of the Corporation so provide.
NINTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of his fiduciary
duty as a director; provided, however, that this provision shall not eliminate
or limit the liability of a director (1) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the General Corporation Law of the State of
Delaware, or (4) for any transaction from which the director derived an improper
personal benefit.
TENTH: The Corporation shall indemnify, in accordance with and to the
full extent now or hereafter permitted by law, any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (including, but not limited to, an action by or in the right of
the Corporation), by reason of such person acting as a director or officer of
the Corporation (and the Corporation, in the discretion of the Board of
Directors, may so indemnify a person by reason of the fact that such person is
or was an employee of the Corporation or is or was serving at the request of the
Corporation in any other capacity for or on behalf of the Corporation) against
any liability or expense actually and reasonably incurred by such person in
respect thereof. Such indemnification is not exclusive of any other right to
indemnification provided by law or otherwise. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action,
suit, or proceeding upon receipt of an undertaking by or on behalf of such
officer or director to repay such amount if it shall ultimately be determined
that such officer or director is not entitled to be indemnified. The right to
indemnification and advancement of expenses on the condition specified herein
conferred by this Article shall be deemed to be a contract between the
Corporation and each person referred to herein.
ELEVENTH: No amendment to or repeal of Article NINTH or TENTH of this
Certificate of Incorporation shall apply to or have any effect on the rights of
any individual referred to in Article NINTH or TENTH for or with respect to acts
or omissions of such individual occurring prior to such amendment or repeal.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove
named, has caused this Certificate of Incorporation to be signed on August
1, 2001.
/s/ Stephen T. Braun
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Stephen T. Braun, Incorporator