EXHIBIT 3.17
CHARTER
OF
BHC MANAGEMENT COMPANY, INC.
The undersigned person, having capacity to contract and acting as the
incorporator of a corporation under Section 48-12-101 of the Tennessee Business
Corporation Act (the "Act"), adopts the following charter for such corporation:
1. Name. The name of the corporation is BHC Management Company, Inc.
(the "Corporation").
2. Registered Office and Registered Agent. The address of the
registered office of the Corporation in Tennessee is 500 Tallan Building, Two
Union Square, Chattanooga, Tennessee 37402-2571. The Corporation's registered
agent at the registered office is Corporation Service Company.
3. Incorporator. The name and address of the sole incorporator of the
Corporation is William F. Carpenter III, 511 Union Street, Suite 2100,
Nashville, Tennessee 37219.
4. Principal Office. The address of the principal office of the
Corporation is 102 Woodmont Boulevard, Suite 800, Nashville, Tennessee 37205.
5. Corporation for Profit. The Corporation is for profit.
6. Authorized Shares. The Corporation shall have authority, acting by
its board of directors, to issue not more than one thousand (1,000) shares of
common stock, each share without par value ("Common Stock"). All shares of
Common Stock shall be one and the same class and when issued shall have equal
rights of participation in dividends and assets of the Corporation and shall be
non-assessable. Each outstanding share of Common Stock shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.
7. Limitation on Directors' Liability.
(a) A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability for (i) any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as
amended from time to time.
(b) If the Act is amended to authorize corporate action further
eliminating or limiting 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 Act, as so amended. Any repeal or modification of the
foregoing by the shareholders shall not adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal or
modification.
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8. Indemnification.
(a) The Corporation shall indemnify, and upon request shall advance
expenses to, in the manner and to the full extent permitted by law, any officer
or director (or the estate of any such-person) who was or is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee or employee of another
corporation, partnership, joint venture, trust or other enterprise (an
"indemnitee"). The Corporation may, to the full extent permitted by law,
purchase and maintain insurance on behalf of any such person against any
liability which may be asserted against him or her. To the full extent permitted
by law, the indemnification and advances provided for herein shall include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement. The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person for any such expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement to
the full extent permitted by law, both as to action in his official capacity and
as to action in another capacity while holding such office. Notwithstanding the
foregoing, the Corporation shall not indemnify any such indemnitee (1) in any
proceeding by the Corporation against such indemnitee; or (2) if a judgment or
other final adjudication adverse to the indemnitee establishes his liability for
(i) any breach of the duty of loyalty to the Corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, or (iii) unlawful distributions under Section
48-18-304 of the Act.
(b) The rights to indemnification and advancement of expenses set forth
in paragraph 8(a) above are intended to be greater than those which are
otherwise provided for in the Act, are contractual between the Corporation and
the person being indemnified, his heirs, executors and administrators, and, with
respect to paragraph 8(a), are mandatory, notwithstanding a person's failure to
meet the standard of conduct required for permissive indemnification under the
Act, as amended from time to time. The rights to indemnification and advancement
of expenses set forth in paragraph 8(a) above are nonexclusive of other similar
rights which may be granted by law, this Charter, the bylaws, a resolution of
the board of directors or shareholders of the Corporation, or an agreement with
the Corporation, which means of indemnification and advancement of expenses are
hereby specifically authorized.
(c) Any repeal or modification of the provisions of this paragraph 8,
either directly or by the adoption of an inconsistent provision of this Charter,
shall not adversely affect any right or protection set forth herein existing in
favor of a particular individual at the time of such repeal or modification. In
addition, if an amendment to the Act limits or restricts in any way the
indemnification rights permitted by law as of the date hereof, such amendment
shall apply only to the extent mandated by law and only to activities of persons
subject to indemnification under this paragraph 8 which occur subsequent to the
effective date of such amendment.
9. Express Powers of Board of Directors. In furtherance of and not in
limitation of the powers conferred by statute, the Corporation is expressly
authorized, acting upon the authority of the board of directors and without the
approval of the shareholders, to:
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(a) Issue shares of any class or series as a share dividend in respect
of shares of the same class or series or any other class or series;
(b) Fix or change the number of directors, including an increase or
decrease in the number of directors;
(c) Determine, establish or modify, in whole or in part, the
preferences, limitations and relative rights of (i) any class of shares before
the issuance of any shares of that class, or (ii) one or more series within a
class before the issuance of any shares of that series. The board of directors
is further authorized to amend this Charter, without shareholder action, to set
forth such preferences, limitations and relative rights; and
(d) Determine, in accordance with law, the method by which vacancies
occurring on the board of directors are to be filled.
10. Removal of Directors for Cause. Directors may be removed for cause
by a vote of a majority of the entire board of directors.
11. Consideration of Non-Shareholder Constituencies. In considering
whether or not to approve, or to recommend that the shareholders approve, any
proposed merger, exchange, tender offer or significant disposition of assets or
to oppose such proposal, the board of directors may consider the effect of such
proposed merger, exchange, tender offer or significant disposition of assets on
the Corporation's employees, customers, suppliers and the communities in which
the Corporation and its subsidiaries operate or are located.
/s/ William F. Carpenter III
----------------------------
William F. Carpenter III
Incorporator
Dated: June 9, 1998
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ARTICLES OF AMENDMENT
TO THE CHARTER OF
BHC MANAGEMENT COMPANY, INC.
To the Secretary of the State of Tennessee:
In accordance with the provisions of Section 48-20-101 of the Tennessee
Business Corporation Act (the "Act"), BHC Management Company, Inc. (the
"Corporation"), organized and existing under and by virtue of the provisions of
the Act and all amendments thereto, does hereby submit this Amendment to its
Charter:
1. The name of the Corporation is BHC Management Company, Inc.
2. The text of each amendment adopted is as follows:
RESOLVED, that Article 1 of the Charter of the Corporation be
amended to change the name of the Corporation to "AHS
Management Company, Inc."
3. The amendment was duly adopted by the Board of Directors of the
Corporation by action taken by unanimous written consent on December 30, 2002.
4. Except as otherwise set forth in paragraph 2 above, all other
provisions of the Corporation's Charter shall remain in full force and effect.
5. These Articles of Amendment shall be effective as of 11:59 p.m.
January 1, 2003.
BHC MANAGEMENT COMPANY, INC.
By: /s/ Stephen C. Petrovich
----------------------------
Stephen C. Petrovich
Senior Vice President and Secretary
Dated: December 31, 2002.