EXHIBIT 3.19
[GREAT SEAL OF THE STATE OF NEW MEXICO]
OFFICE OF THE
PUBLIC REGULATION COMMISSION
CERTIFICATE OF INCORPORATION
OF
AHS NEW MEXICO HOLDINGS, INC.
2249720
The Public Regulation Commission certifies that the Articles of
Incorporation, duly signed and verified pursuant to the provisions of the
BUSINESS CORPORATION ACT
(53-11-1 to 53-18-12 NMSA 1978)
have been received by it & are found to conform to law.
Accordingly, by virtue of the authority vested in it by law, the Public
Regulation Commission issues this Certificate of Incorporation & attaches
hereto, a duplicate of the Articles of Incorporation.
Dated: APRIL 24, 2002
In testimony whereof, the Public Regulation
Commission of the State of New Mexico has
caused this certificate to be signed by its
Chairman and the seal of said
Commission to affixed at the City of Santa
Fe.
/s/ [ILLEGIBLE]
-------------------------------
Chairman
/s/ [ILLEGIBLE]
-------------------------------
Bureau Chief
ARTICLES OF INCORPORATION
OF
AHS NEW MEXICO HOLDINGS, INC.
The undersigned, for purposes of incorporating and organizing a
corporation under the New Mexico Business Corporation Act ("Act"), adopts the
following Articles of Incorporation for such corporation:
1. NAME. The name of the Corporation is AHS NEW MEXICO HOLDINGS, INC.
2. DURATION. The period of the Corporation's duration is perpetual.
3. PURPOSE. The purpose for which the Corporation is organized is to
acquire, own, manage and operate healthcare facilities and to transact any
lawful business for which corporations may be incorporated under the Act.
4. SHARES. The total number of shares which the Corporation is
authorized to issue is 1,000 Common Shares, $0.01 par value.
5. REGISTERED OFFICE; REGISTERED AGENT. The street address of the
initial registered office of the Corporation is 433 Paseo de Peralta, Santa Fe,
New Mexico 87501, and the name of its initial registered agent at such office is
National Registered Agents, Inc.
6. NUMBER OF DIRECTORS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation managed
under the direction of, its Board of Directors. The number of directors shall be
fixed by resolution of the Board of Directors from time to time, subject to the
applicable provisions of the Act and the Corporation's Bylaws. The number
constituting the initial Board of Directors is two and the names and addresses
of the persons who have consented to serve as directors until the first annual
meeting of shareholders or until their successors are elected and qualify are:
William P. Barnes 102 WoodmontBlvd., Suite 800, Nashville,
Tennessee 37205
Stephen C. Petrovich 102 WoodmontBlvd., Suite 800, Nashville,
Tennessee 37205
7. INCORPORATOR. Nancy M. King, whose mailing address is 325 Paseo de
Peralta, Santa Fe, New Mexico 87501, is the sole incorporator of the
Corporation.
8. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
8.1 INDEMNIFICATION. To the fullest extent permitted by, and
in accordance with the provisions of, the Act, the Corporation shall indemnify
each director or officer of the Corporation against reasonable expenses
(including reasonable attorneys' fees), judgments, taxes penalties, fines
(including any excise tax assessed with respect to an employee benefit plan) and
amounts paid in settlement (collectively, "Liability"), incurred by such person
in connection with defending any threatened, pending or completed action, suit
or proceeding (whether civil, criminal, administrative or investigative, and
whether formal or informal) to which such person is, or is threatened to be
made, a party because 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, member, employee or agent of another domestic or
foreign corporation, partnership, limited liability company, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans. A director or officer shall be considered to be serving an employee
benefit plan at the Corporation's request if such person's duties to the
Corporation also impose duties on or otherwise involve services by such person
to the plan or to participants in or beneficiaries of the plan.
8.2 REIMBURSEMENT OF EXPENSES. To the fullest extent
authorized or permitted by, and in accordance with the provisions of, the Act,
the Corporation shall pay or reimburse reasonable expenses (including reasonable
attorneys' fees) incurred by a director or officer who is a party to a
proceeding in advance of final disposition of such proceeding.
8.3 INDEMNIFICATION PROVISION NOT EXCLUSIVE. The
indemnification against Liability and advancement of expenses provided by, or
granted pursuant to, this Section 8 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement may be entitled
under the Bylaws, any agreement or action of shareholders or disinterested
directors or otherwise, both as to action in their official capacity and as to
action in another capacity while holding such office of the Corporation, shall
continue as to a person who has ceased to be a director or officer of the
Corporation, and shall inure to the benefit of the heirs, executors and
administrators of such a person.
8.4 REPEAL OR MODIFICATION OF INDEMNIFICATION. Any repeal or
modification of this Section 8 by the Board of Directors or shareholders of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation under this Section 8 with respect to any act or
omission occurring prior to the time of such repeal or modification.
9. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of such person's duties as a
director; provided, however, that this provision shall not eliminate or limit
the liability of a director if: (1) the director has breached or failed to
perform the duties of the director's office in compliance with Subsection B of
Section 53-11-35 of the Act; and (2) the breach or failure to perform
constitutes: (a) negligence, willful misconduct or recklessness in the case of a
director who has either an ownership interest in the Corporation or receives in
his capacity as a director or as any employee of the Corporation compensation of
more than two thousand dollars ($2,000) from the Corporation in any calendar
year; or (b) willful misconduct or recklessness in the case of a director who
does not have an ownership interest in the Corporation and does not receive in
his capacity as director or as an employee of the Corporation compensation of
more than two thousand dollars ($2,000) from the corporation in any calendar
year. This Section 9 shall continue to be applicable with respect to any such
breach of duties by a director of the Corporation as a
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director notwithstanding that such director thereafter ceases to be a director
and shall inure to the personal benefit of such person's heirs, executors and
administrators.
IN TESTIMONY WHEREOF, witness the signature of the sole incorporator,
this 24th day of April, 2002.
/s/ Nancy M. King
-----------------------------
NANCY M. KING, ORGANIZER
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AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED INITIAL REGISTERED AGENT
TO: THE STATE OF CORPORATION COMMISSION
STATE OF NEW MEXICO
STATE OF NEW MEXICO )
)
COUNTY OF Sante Fe )
On this 24th day of April, 2002, before me, a Notary Public in and for the State
and County aforesaid, personally appeared KAY L. HOMAN, who is to me known to be
the person and who acknowledged to me that the undersigned corporate entity does
hereby accept the appointment as the Initial Registered Agent of AHS New Mexico
Holdings, Inc., the corporation which is named in the annexed Articles of
Incorporation, and which is applying for a Certificate of Incorporation pursuant
to the provisions of the Business Corporation Act of the State of New Mexico.
NATIONAL REGISTERED AGENTS, INC.
By: /s/ Kay L. Homan
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Name: KAY L. HOMAN
Title: Vice President
[NOTARY SEAL]
/s/ Angelica Gonzales
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Notary Public
My Commission Expires: 2/26/02
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